Common use of Compliance Certificates and Opinions Clause in Contracts

Compliance Certificates and Opinions. Except as otherwise expressly provided by this Agreement, upon any application or request by the Company to the Purchase Contract Agent to take any action in accordance with any provision of this Agreement, the Company shall furnish to the Purchase Contract Agent an Officers' Certificate stating that all conditions precedent, if any, provided for in this Agreement relating to the proposed action have been complied with and, if requested by the Purchase Contract Agent, an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent, if any, have been complied with, 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 Agreement relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement shall include: (i) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable such individual to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Except as otherwise expressly provided by in this AgreementIndenture, upon any application or request by the Company to the Purchase Contract Agent Trustee to take any action in accordance with under any provision of this AgreementIndenture, the Company shall shall, if requested by the Trustee, furnish to the Purchase Contract Agent Trustee an Officers' Officer's Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action (including any covenants compliance with which constitutes a condition precedent) have been complied with and, if requested by the Purchase Contract Agent, and an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent, if any, have been complied with, 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 Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement Indenture shall include: (ia) a statement that each individual Person signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iiic) a statement that, in the opinion of each such individualPerson, he or she such Person has made such examination or investigation as is necessary to enable such individual Person to express an informed opinion as to whether or not such covenant or condition has been complied with; and (ivd) a statement as to whether, in the opinion of each such individualPerson, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Except as otherwise expressly provided by this Agreement, upon any application or request by the Company to the Purchase Contract Agent to take any action in accordance with any provision of this Agreement, the Company shall furnish to the Purchase Contract Agent an Officers' Certificate stating that all conditions precedent, if any, provided for in this Agreement relating to the proposed action have been complied with and, if requested by the Purchase Contract Agent, an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent, if any, have been complied with, 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 Agreement relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement (other than pursuant to Section 10.5) shall include: (i1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (ii2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii3) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable such individual to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Except as otherwise expressly provided by this Agreement, upon any application or request by the Company to the Purchase Contract Agent to take any action in accordance with any provision of this Agreement, the Company shall furnish to the Purchase Contract Agent an Officers' ’ Certificate stating that all conditions precedent, if any, provided for in this Agreement relating to the proposed action have been complied with and, if requested by the Purchase Contract Agent, an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent, if any, have been complied with, 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 Agreement relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement (other than the Officers’ Certificate provided for in Section 10.05) shall include: (i) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable such individual to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Except as otherwise expressly provided by this Agreement, upon any application or request by the Company to the Purchase Contract Agent to take any action in accordance with any provision of this Agreement, the Company shall furnish to the Purchase Contract Agent an Officers' Certificate stating that all conditions precedent, if any, provided for in this Agreement relating to the proposed action have been complied with and, if requested by the Purchase Contract Agent, an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent, if any, have been complied with, 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 Agreement relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement (other than the Officers' Certificate provided for in Section 10.05) shall include: (i) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable such individual to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Except as otherwise expressly provided by this AgreementIndenture, upon any application or request by the Company to the Purchase Contract Agent Trustee to take any action in accordance with under any provision of this AgreementIndenture, the Company shall furnish to the Purchase Contract Agent Trustee (a) an Officers' Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action have been complied with and, if requested by the Purchase Contract Agent, and (b) an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent, if any, have been complied with, 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 Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement Indenture shall include: (i) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable such individual him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Except as otherwise expressly provided by in this AgreementIndenture, upon any application or request by the Company to the Purchase Contract Agent Trustee to take any action in accordance with under any provision of this AgreementIndenture, the Company shall furnish to the Purchase Contract Agent Trustee an Officers' Officer's Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action (including any covenants compliance with which constitutes a condition precedent) have been complied with and, if requested by the Purchase Contract Agent, and an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent, if any, have been complied with, 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 Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement Indenture shall include: (ia) a statement that each individual Person signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iiic) a statement that, in the opinion of each such individualPerson, he or she such Person has made such examination or investigation as is necessary to enable such individual Person to express an informed opinion as to whether or not such covenant or condition has been complied with; and (ivd) a statement as to whether, in the opinion of each such individualPerson, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Except as otherwise expressly provided by in this AgreementIndenture, upon any application or request by the Company to the Purchase Contract Agent Trustee to take any action in accordance with under any provision of this AgreementIndenture, the Company shall shall, if requested by the Trustee, furnish to the Purchase Contract Agent Trustee an Officers' Officer's Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action (including any covenants compliance with which constitutes a condition precedent) have been complied with and, if requested by the Purchase Contract Agent, and an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent, if any, have been complied with, 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 Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement Indenture shall include: (ia) a statement that each individual Person signing such certificate cer- tificate or opinion has read such covenant or condition and the definitions herein relating thereto; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iiic) a statement that, in the opinion of each such individualPerson, he or she such Person has made such examination or investigation as is necessary to enable such individual Person to express an informed opinion as to whether or not such covenant or condition has been complied with; and (ivd) a statement as to whether, in the opinion of each such individualPerson, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Except as otherwise expressly provided by this Agreement, upon Upon any application or request by the Company to the Purchase Contract Agent Trustee to take any action in accordance with under any provision of this AgreementIndenture, the Company shall Company, the Guarantors and any other obligor on the Notes will furnish to the Purchase Contract Agent Trustee an Officers' Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture (including any covenants compliance with which constitutes a condition precedent) relating to the proposed action have been complied with andwith, if requested by the Purchase Contract Agent, and an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent, if any, have been complied with, except that that, in the case of any such application or request as to which the furnishing of such documents documents, certificates and/or opinions is specifically required by any provision of this Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement shall Indenture will include: (i) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable such individual him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Except as otherwise expressly provided by in this AgreementIndenture, upon any application or request by the Company or the Guarantor to the Purchase Contract Agent Trustee to take any action in accordance with under any provision of this AgreementIndenture, the Company or the Guarantor, as the case may be, shall furnish to the Purchase Contract Agent Trustee an Officers' Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action have been complied with and, if requested by the Purchase Contract Agent, and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents document is specifically required by any provision of this Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement Indenture shall include: (i1) a statement that each individual signing such certificate or opinion has read such condition or covenant or condition and the definitions herein relating thereto; (ii2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii3) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable such individual him to express an informed opinion as to whether or not such condition or covenant or condition has been satisfied or complied with; and (iv4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been satisfied or complied with.

Compliance Certificates and Opinions. Except as otherwise expressly provided by in this AgreementIndenture, upon any application or request by the Company or the Guarantor to the Purchase Contract Agent Trustee to take any action in accordance with under any provision of this AgreementIndenture, the Company and the Guarantor shall each furnish to the Purchase Contract Agent Trustee an Officers' Officer's Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action have been complied with and, if requested by the Purchase Contract Agent, and an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent, if any, have been complied with, 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 Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement Indenture shall include: (ia) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iiic) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable such individual him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (ivd) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Except as otherwise expressly provided by in this AgreementIndenture, upon any application or request by the Company to the Purchase Contract Agent Trustee to take any action in accordance with under any provision of this AgreementIndenture, the Company shall furnish to the Purchase Contract Agent Trustee an Officers' ’ Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action have been complied with and, if requested by the Purchase Contract Agent, and an Opinion of Counsel stating that, in the opinion of such counsel, such action is authorized or permitted by this Indenture and that all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents or any of them is specifically required by any provision of this Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement Indenture shall include: (ia) a statement that each the individual signing such certificate or opinion has read such condition or covenant or condition and the definitions herein relating thereto; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iiic) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable such individual him to express an informed opinion as to whether or not such condition or covenant or condition has been complied with; and (ivd) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Except as otherwise expressly provided by this AgreementIndenture, upon any application or request by the Company to the Purchase Contract Agent Trustee to take any action in accordance with under any provision of this AgreementIndenture that requires that the Company comply with any conditions precedent before the Trustee shall take such action, the Company shall furnish to the Purchase Contract Agent Trustee an Officers' Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action have been complied with and, if requested by the Purchase Contract Agent, and an Opinion of Counsel stating that, that in the opinion of such counsel, Counsel all such conditions precedent, if any, have been complied with, 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 Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement Indenture shall include: (i1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (ii2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii3) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable such individual him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Except as otherwise expressly provided by this Agreement, upon any application or request by the Company to the Purchase Contract Agent to take any action in accordance with under any provision of this Agreement, the Company shall furnish to the Purchase Contract Agent an Officers' Certificate stating that all conditions precedent, if any, provided for in this Agreement relating to the proposed action have been complied with and, if requested by the Purchase Contract Agent, an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent, if any, have been complied with, 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 Agreement relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement (other than the Officers' Certificate provided for in Section 10.05) shall include: (i) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable such individual to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Except as otherwise expressly provided by this Unit Agreement, upon any application or request by the Company or the Trust, as applicable, to the Purchase Contract Unit Agent to take any action in accordance with any provision of this Unit Agreement, the Company or the Trust, as applicable, shall furnish to the Purchase Contract Unit Agent an Officers' Certificate stating that all conditions precedent, if any, provided for in this Unit Agreement relating to the proposed action have been complied with and, if requested by the Purchase Contract Unit Agent, an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent, if any, have been complied with, 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 Unit Agreement relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Unit Agreement shall include: (i1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (ii2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii3) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable such individual to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Except as otherwise expressly provided by in this AgreementIndenture, upon any application or request by the Company to the Purchase Contract Agent Trustee to take any action in accordance with under any provision of this AgreementIndenture, the Company shall furnish to the Purchase Contract Agent Trustee an Officers' Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action have been complied with and, if requested by the Purchase Contract Agent, and an Opinion of Counsel stating that, in the opinion of such counsel, such action is authorized or permitted by this Indenture and that all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents or any of them is specifically required by any provision of this Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement Indenture shall include: (ia) a statement that each the individual signing such certificate or opinion has read such condition or covenant or condition and the definitions herein relating thereto; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iiic) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable such individual him to express an informed opinion as to whether or not such condition or covenant or condition has been complied with; and (ivd) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Except as otherwise expressly provided by this Agreement, upon any application or request by the Company to the Purchase Contract Agent to take any action in accordance with any provision of this Agreement, the Company shall furnish to the Purchase Contract Agent an Officers' ’ Certificate stating that all conditions precedent, if any, provided for in this Agreement relating to the proposed action have been complied with and, if requested by the Purchase Contract Agent, and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent, if any, have been complied with, 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 Agreement relating to such particular application or request, no additional certificate or opinion need be furnishedfurnished unless so specified in such provision. Every certificate Officers’ Certificate or opinion Opinion of Counsel with respect to compliance with a condition or covenant provided for in this Agreement shall include: (i) a statement that each individual signing such certificate Officers’ Certificate or opinion Opinion of Counsel has read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate Officers’ Certificate or opinion Opinion of Counsel are based; (iii) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable such individual to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Except as otherwise expressly provided by this Agreement, upon Upon any application or request by the Company or the Guarantor to the Purchase Contract Agent Trustee to take any action in accordance with under any provision of this AgreementIndenture, the Company or the Guarantor, as the case may be, shall furnish to the Purchase Contract Agent Trustee an Officers' Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action have been complied with and, if requested by the Purchase Contract Agentwhere appropriate as to matters of law, an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent, if any, have been complied with, 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 Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement Indenture shall include: (i1) a statement that each individual the Person signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (ii2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii3) a statement that, in the opinion of each such individualPerson, he or she such Person has made such examination or investigation as is necessary to enable such individual him to express an informed opinion as to whether or not such condition or covenant or condition has been complied with; and (iv4) a statement as to whether, in the opinion of each such individualPerson, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Except as otherwise expressly provided by this Agreement, upon any application or request by the Company to the Stock Purchase Contract Agent to take any action in accordance with any provision of this Agreement, the Company shall furnish to the Stock Purchase Contract Agent an Officers' Certificate stating that all conditions precedent, if any, provided for in this Agreement relating to the proposed action have been complied with and, if reasonably requested by the Stock Purchase Contract Agent, an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent, if any, have been complied with, 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 Agreement relating to such particular application or request, no additional certificate or opinion need be furnished. Notwithstanding any portion of this Agreement to the contrary, the Company shall not be required to furnish the Stock Purchase Contract Agent an Opinion of Counsel in connection with the issuance of the Common Equity Units pursuant to the Underwriting Agreement. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement (other than the Officers' Certificate provided for in Section 10.05) shall include: (i) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable such individual to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Except as otherwise expressly provided by this Agreement, upon Upon any application or request by the Company Issuer or the Guarantors to the Purchase Contract Agent Trustee to take any action in accordance with under any provision of this AgreementIndenture, the Company Issuer or the Guarantors, or both, as the case may be, shall furnish to the Purchase Contract Agent Trustee an Officers' ’ Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action have been complied with and, if requested by the Purchase Contract Agent, and an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent, if any, have been complied with, 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 Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement Indenture (except for certificates provided for in Section 1005) shall include: (i) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable such individual him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Except as otherwise expressly provided by this Agreement, upon any application or request by the Company to the Purchase Contract Agent to take any action in accordance with any provision of this Agreement, the Company shall furnish to the Purchase Contract Agent an Officers' ’ Certificate stating that all conditions precedent, if any, provided for in this Agreement relating to the proposed action have been complied with and, if requested by the Purchase Contract Agent, an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent, if any, have been complied with, 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 Agreement relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement (other than the Officers’ Certificate provided for in Section 10.05) shall include: (i) a statement that each individual signing such certificate or opinion has read such condition or covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable such individual to express an informed opinion as to whether or not such condition or covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Except (x) in connection with any action related to the issuance of the Notes on (or immediately promptly after) the Issue Date or (y) as otherwise expressly provided by specified in this AgreementIndenture, upon any application or request by the Company to the Purchase Contract Agent Trustee to take or refrain from taking any action in accordance with under any provision of this AgreementIndenture, the Company shall shall, upon request by the Trustee, furnish to the Purchase Contract Agent Trustee (i) an Officers' Officer’s Certificate stating that that, in the opinion of the signers, all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action have been complied with and, if requested by the Purchase Contract Agent, and (ii) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent, if any, precedent have been complied with, 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 Agreement relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement Indenture (except for certificates provided for in Section 10.04) shall include: (i) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;based; (iii) a statement that, in the opinion of each such individual, he or she such individual has made such examination or investigation as is necessary to enable such individual him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; with; and (iv) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Except as otherwise expressly provided by this Agreement, upon any application or request by the Company to the Purchase Contract Agent or the Collateral Agent to take any action in accordance with any provision of this Agreement, the Company shall furnish to the Purchase Contract Agent or the Collateral Agent an Officers' Officer’s Certificate stating that all conditions precedent, if any, provided for in this Agreement relating to the proposed action have been complied with and, if requested by the Purchase Contract Agent, and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent, if any, have been complied with, 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 Agreement relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement shall include: (ia) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iiic) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable such individual to express an informed opinion as to whether or not such covenant or condition has been complied with; and (ivd) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Except as otherwise expressly provided by this Agreement, upon Upon any application or request by the Company to the Purchase Contract Agent Trustee to take any action in accordance with under any provision of this AgreementIndenture, the Company shall and any other obligor on the Securities will furnish to the Purchase Contract Agent Trustee an Officers' Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture (including any covenants compliance with which constitutes a condition precedent) relating to the proposed action have been complied with andwith, if requested by the Purchase Contract Agent, and an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent, if any, have been complied with, except that that, in the case of any such application or request as to which the furnishing of such documents documents, certificates and/or opinions is specifically required by any provision of this Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement shall Indenture will include: (i) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable such individual him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Except as otherwise expressly provided by this Agreement, upon Upon any application or request by the Company or the Guarantors to the Purchase Contract Agent Trustee to take any action in accordance with under any provision of this AgreementIndenture, the Company or the Guarantors shall furnish to the Purchase Contract Agent Trustee an Officers' Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture (including any covenant compliance with which constitutes a condition precedent) relating to the proposed action have been complied with and, if requested by the Purchase Contract Agent, and an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent, if any, have been complied with, 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 Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement Indenture (other than pursuant to Section 1008) shall include: (i1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (ii2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii3) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable such individual him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Except as otherwise expressly provided by in or pursuant to this AgreementIndenture, upon any application or request by the Company or any Guarantor, as applicable, to the Purchase Contract Agent Trustee to take any action in accordance with under any provision of this AgreementIndenture, the Company or such Guarantor, as the case may be, shall furnish to the Purchase Contract Agent Trustee an Officers' Officer’s Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action have been complied with and, if requested by the Purchase Contract Agent, and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents or any of them is specifically required by any provision of this Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement shall the Indenture (other than certificates delivered pursuant to Section 1007) must include: (i1) a statement that each individual person signing such the certificate or opinion has read such the covenant or condition and the definitions herein relating theretorelated definitions; (ii2) a brief statement as to the nature and scope of the examination or investigation upon which the statements statement or opinions opinion contained in such the certificate or opinion are is based; (iii3) a statement that, in the opinion of each such individualperson, he or she that person has made such examination or investigation as is necessary to enable such individual the person to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv4) a statement as to whetherwhether or not, in the opinion of each such individualperson, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Except as otherwise expressly provided by this Agreement, upon any application or request by the Company to the Purchase Contract Agent, the Custodial Agent or the Collateral Agent to take any action in accordance with any provision of this Agreement, the Company shall furnish to the Purchase Contract Agent, the Custodial Agent or the Collateral Agent an Officers' Officer’s Certificate stating that all conditions precedent, if any, provided for in this Agreement relating to the proposed action have been complied with and, if requested by the Purchase Contract Agent, and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent, if any, have been complied with, 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 Agreement relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement shall include: (ia) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iiic) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable such individual to express an informed opinion as to whether or not such covenant or condition has been complied with; and (ivd) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Except as otherwise expressly provided by this Agreement, upon Upon any application or request by the Company Issuer to the Purchase Contract Agent Indenture Trustee to take any action in accordance with under any provision of this AgreementIndenture, the Company Issuer shall furnish to the Purchase Contract Agent Indenture Trustee an Officers' Officer’s Certificate stating that that, in the opinion of the signers thereof, all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action have been complied with with, and, if requested by the Purchase Contract AgentIndenture Trustee, an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent, if any, have been complied with, 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 Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement Indenture or any indenture supplemental hereto shall include: (ia) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein in this Indenture relating thereto; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iiic) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable such individual him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (ivd) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Except as otherwise expressly provided by this Agreement, upon Upon any application or request by the Company to the Purchase Contract Agent Trustee to take any action in accordance with under any provision of this AgreementIndenture, the Company shall furnish to the Purchase Contract Agent Trustee an Officers' ’ Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture (including any covenant compliance with which constitutes a condition precedent) relating to the proposed action have been complied with and, if requested by the Purchase Contract Agent, and an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent, if any, have been complied with, except that 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 Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion (other than the certificates required by Section 1022) with respect to compliance with a condition or covenant provided for in this Agreement Indenture shall include: (ia) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iiic) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable such individual him to express an informed opinion as to whether or not such covenant or condition has been complied withwith or satisfied; and (ivd) a statement as to whether, in the opinion of each such individual, such covenant or condition or covenant has been complied withwith or satisfied.

Compliance Certificates and Opinions. Except as otherwise expressly provided by this Agreement, upon any application or request by the Company to the Purchase Contract Agent to take any action in accordance with any provision of this Agreement, the Company shall furnish to the Purchase Contract Agent an Officers' Officer’s Certificate stating that all conditions precedent, if any, provided for in this Agreement relating to the proposed action have been complied with and, if requested by the Purchase Contract Agent, an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent, if any, have been complied with, 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 Agreement relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement (other than pursuant to Section 10.5) shall include: (i1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (ii2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii3) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable such individual to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Except as otherwise expressly provided by this Agreement, upon Upon any application or request by the Company to the Purchase Contract Agent Trustee to take any action in accordance with under any provision of this AgreementIndenture, the Company Company, any Guarantor and any other obligor on the Securities of any series shall furnish to the Purchase Contract Agent Trustee an Officers' ’ Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture (including any covenants compliance with which constitutes a condition precedent) relating to the proposed action have been complied with and, if requested by the Purchase Contract Agent, and an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent, if any, have been complied with, except that that, in the case of any such application or request as to which the furnishing of such documents documents, certificates and/or opinions is specifically required by any provision of this Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion Opinion of Counsel with respect to compliance with a condition or covenant provided for in this Agreement Indenture shall include: (ia) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iiic) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable such individual him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (ivd) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Except as otherwise expressly provided by in this AgreementIndenture, upon any application or request by the Company or the Guarantor to the Purchase Contract Agent Trustee to take any action in accordance with under any provision of this AgreementIndenture, the Company or the Guarantor, as the case may be, shall furnish to the Purchase Contract Agent Trustee an Officers' Officer's Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action have been complied with and, if requested by the Purchase Contract Agent, and an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent, if any, have been complied with, 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 Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement Indenture shall include: (ia) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iiic) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable such individual him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (ivd) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Except as otherwise expressly provided by in this AgreementIndenture, upon any application or request by the Company or the Guarantor to the Purchase Contract Agent Trustee to take any action in accordance with under any provision of this AgreementIndenture, the Company and the Guarantor shall each, furnish to the Purchase Contract Agent Trustee an Officers' Officer's Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action have been complied with and, if requested by the Purchase Contract Agent, and an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent, if any, have been complied with, 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 Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement Indenture shall include: (ia) a statement that each individual Person signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iiic) a statement that, in the opinion of each such individualPerson, he or she such Person has made such examination or investigation as is necessary to enable such individual Person to express an informed opinion as to whether or not such covenant or condition has been complied with; and (ivd) a statement as to whether, in the opinion of each such individualPerson, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Except as otherwise expressly provided by in this AgreementIndenture, upon any application or request by the Company to the Purchase Contract Agent Trustee to take any action in accordance with under any provision of this AgreementIndenture, the Company shall shall, if requested by the Trustee, furnish to the Purchase Contract Agent Trustee an Officers' Officer's Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action have been complied with and, if requested by the Purchase Contract Agent, and an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent, if any, have been complied with, 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 Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement Indenture shall include: (ia) a statement that each individual Person signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iiic) a statement that, in the opinion of each such individualPerson, he or she such Person has made such examination or investigation as is necessary to enable such individual Person to express an informed opinion as to whether or not such covenant or condition has been complied with; and and (ivd) a statement as to whether, in the opinion of each such individualPerson, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Except as otherwise expressly provided by this Agreement, upon Upon any application or request by the Company Company, any Owner Trustee or any Loan Trustee to the Purchase Contract Agent Trustee to take any action in accordance with under any provision of this Agreement, the Company Company, such Owner Trustee or such Lon Trustee, as the case may be, shall furnish to the Purchase Contract Agent Trustee an Officers' Certificate stating that that, in the opinion of the signers, all conditions precedent, if any, provided for in this Agreement relating to the proposed action have been complied with and, if requested by the Purchase Contract Agent, and an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent, if any, have been complied with, 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 Agreement relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement (other than a certificate provided pursuant to Section 8.04(d)) shall include: (i1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein in this Agreement relating thereto; (ii2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii3) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable such individual him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Except as otherwise expressly provided by this Agreement, upon any application or request by the Company to the Purchase Contract Warrant Agent to take any action in accordance with any provision of this Agreement, the Company shall furnish to the Purchase Contract Warrant Agent an Officers' Certificate stating that all conditions precedent, if any, provided for in this Agreement relating to the proposed action have been complied with and, if requested by the Purchase Contract Warrant Agent, an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent, if any, have been complied with, 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 Agreement relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement shall include: (i) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable such individual to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Except as otherwise expressly provided by in this AgreementIndenture, upon any application or request by the Company to the Purchase Contract Agent Trustee to take any action in accordance with under any provision of this AgreementIndenture, the Company shall furnish to the Purchase Contract Agent Trustee an Officers' Officer's Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action (including any covenants compliance with which constitutes a condition precedent) have been complied with and, if requested by the Purchase Contract Agent, and an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent, if any, have been complied with, 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 Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement Indenture shall include: (ia) a statement that each individual Person signing such certificate cer- tificate or opinion has read such covenant or condition and the definitions herein relating thereto; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iiic) a statement that, in the opinion of each such individualPerson, he or she such Person has made such examination or investigation as is necessary to enable such individual Person to express an informed opinion as to whether or not such covenant or condition has been complied with; and (ivd) a statement as to whether, in the opinion of each such individualPerson, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Except as otherwise expressly provided by this AgreementIndenture, upon any application or request by the Company or any Subsidiary Guarantor to the Purchase Contract Agent Trustee to take any action in accordance with under any provision of this AgreementIndenture, the Company and/or such Subsidiary Guarantor shall furnish to the Purchase Contract Agent Trustee an Officers' Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action have been complied with and, if requested by the Purchase Contract Agent, and an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent, if any, have been complied with, 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 Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement Indenture shall include: (i1) a statement that each individual Person signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (ii2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii3) a statement that, in the opinion of each such individualPerson, he or she such Person has made such examination or investigation as is necessary to enable such individual Person to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv4) a statement as to whether, in the opinion of each such individualPerson, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Except as otherwise expressly provided by this AgreementIndenture, upon any application or request by the Company to the Purchase Contract Agent Trustee to take any action in accordance with under any provision of this AgreementIndenture, the Company shall furnish to the Purchase Contract Agent Trustee an Officers' Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action have been complied with and, if requested by the Purchase Contract Agent, and an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent, if any, have been complied with, 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 Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion by or on behalf of the Company with respect to compliance with a condition or covenant provided for in this Agreement Indenture, except for certificates provided for in Section 5.5, shall include: (ia) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iiic) a statement that, in the opinion of each such individual, he or she the individual has made such examination or investigation as is necessary to enable such individual to express an informed opinion as to whether or not such covenant or condition has been complied with; and (ivd) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Except as otherwise expressly provided by this Agreement, upon any application or request by the Company to the Purchase Contract Agent to take any action in accordance with any provision of this Agreement, the Company shall furnish to the Purchase Contract Agent an Officers' ’ Certificate stating that all conditions precedent, if any, provided for in this Agreement relating to the proposed action have been complied with and, if requested by the Purchase Contract Agent, an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent, if any, have been complied with, 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 Agreement relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement shall include: (i) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable such individual to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Except as otherwise expressly provided by this Agreement, upon any application or request by the Company to the Purchase Contract Agent to take any action in accordance with under any provision of this Agreement, the Company shall furnish to the Purchase Contract Agent an Officers' ’ Certificate stating that all conditions precedent, if any, provided for in this Agreement relating to the proposed action have been complied with and, if requested by the Purchase Contract Agent, an Opinion of Counsel stating that, in the opinion of such counsel, such action is authorized or permitted by this Agreement and that all such conditions precedent, if any, have been complied with, 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 Agreement relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement shall include: (ia) a statement that each the individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iiic) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable such individual to express an informed opinion as to whether or not such covenant or condition has been complied with; and (ivd) a statement as to whether, in the opinion of each such individualindividual based on his or her knowledge, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Except as otherwise expressly provided by in this AgreementIndenture, upon any application or request by the Company or the Guarantor to the Purchase Contract Agent Trustee to take any action in accordance with under any provision of this AgreementIndenture, the Company or the Guarantor, as the case may be, shall furnish to the Purchase Contract Agent Trustee an Officers' ’ Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action have been complied with and, if requested by the Purchase Contract Agent, and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent, if any, have been complied with, 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 Agreement relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement Indenture shall include: (ia) a statement that each the individual signing such certificate or opinion has read such condition or covenant or condition and the definitions herein relating thereto; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iiic) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable such individual him to express an informed opinion as to whether or not such condition or covenant or condition has been complied with; and (ivd) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Except as otherwise expressly provided by this Agreement, upon Upon any application or request by the Company to the Purchase Contract Agent Trustee to take any action in accordance with under any provision of this AgreementIndenture, the Company shall furnish to the Purchase Contract Agent Trustee an Officers' ’ Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action have been complied with and, if reasonably requested by the Purchase Contract AgentTrustee, an Opinion of Counsel stating that, that in the opinion of counsel providing such counsel, opinion all such conditions precedent, if any, have been complied with, 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 Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to the compliance by or on behalf of the Company with a condition or covenant provided for in this Agreement Indenture (except for the written statement required by Section 1004) shall include: (ia) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iiic) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable such individual him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (ivd) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. (a) Except as otherwise expressly provided by this Agreement, upon any application or request by the Company to the Purchase Contract Agent to take any action in accordance with under any provision of this Agreement, the Company shall furnish to the Purchase Contract Agent an Officers' Officer's Certificate stating that all conditions precedent, if any, provided for in this Agreement relating to the proposed action have been complied with and, if requested by the Purchase Contract Agent, an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent, if any, have been complied with, 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 Agreement relating to such particular application or request, no additional certificate or opinion need be furnished. . (b) Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement (other than the Officer's Certificate provided in Section 10.5) shall include: (i) a statement that each the individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable such individual to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Except as otherwise expressly provided by this Agreement, upon Upon any application or request by the Company Issuer to the Purchase Contract Agent Trustee to take any action in accordance with under any provision of this AgreementIndenture, the Company Issuer shall furnish to the Purchase Contract Agent Trustee an Officers' Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture (including any covenant compliance with which constitutes a condition precedent) relating to the proposed action have been complied with and, if requested by the Purchase Contract Agent, and an Opinion of Counsel stating that, that in the opinion of such counsel, counsel such action is authorized or permitted by this Indenture and that all such conditions precedent, if any, have been complied with, except that 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 Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion (other than the certificates required by Section 9.18(a)) with respect to compliance with a condition or covenant provided for in this Agreement Indenture shall include: (ia) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iiic) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable such individual him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (ivd) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Except as otherwise expressly provided by this Agreement, upon Upon any application or request by the Company to the Purchase Contract Agent Trustee to take any action in accordance with under any provision of this AgreementIndenture, the Company shall furnish to the Purchase Contract Agent Trustee an Officers' Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture (including any covenant compliance with which constitutes a condition precedent) relating to the proposed action have been complied with and, if requested by the Purchase Contract Agent, and an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent, if any, have been complied with, except that 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 Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion (other than the certificates required by Section 1013) with respect to compliance with a condition or covenant provided for in this Agreement Indenture shall include: (ia) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iiic) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable such individual him to express an informed opinion as to whether or not such covenant or condition has been complied withwith or satisfied; and (ivd) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied withwith or satisfied.

Compliance Certificates and Opinions. Except as otherwise expressly provided by this Agreement, upon Upon any application or request by the Company or any Guarantor to the Purchase Contract Agent Trustee to take any action in accordance with under any provision of this AgreementIndenture, the Company Company, any Guarantor and any other obligor on the Securities shall furnish to the Purchase Contract Agent Trustee an Officers' Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture (including any covenants compliance with which constitutes a condition precedent) relating to the proposed action have been complied with and, if requested by the Purchase Contract Agentwith, an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent, if any, have been complied with, except that that, in the case of any such application or request as to which the furnishing of such documents documents, certificates and/or opinions is specifically required by any provision of this Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion Opinion of Counsel with respect to compliance with a condition or covenant provided for in this Agreement Indenture shall include: (ia) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions opinion contained in such certificate or opinion are based; (iiic) a statement that, in the opinion of each such individual, he or she such individual has made such examination or investigation as is necessary to enable such individual him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (ivd) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Except as otherwise expressly provided by this AgreementIndenture, upon any application or request by the Company to the Purchase Contract Agent Trustee to take any action in accordance with under any provision of this AgreementIndenture, the Company shall furnish to the Purchase Contract Agent Trustee an Officers' Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action have been complied with and, if requested by the Purchase Contract Agent, and an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent, if any, have been complied with, 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 Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion by or on behalf of the Company with respect to compliance with a condition or covenant provided for in this Agreement Indenture, except for certificates provided for in Section 9.8, shall include: (ia) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iiic) a statement that, in the opinion of each such individual, he or she the individual has made such examination or investigation as is necessary to enable such individual to express an informed opinion as to whether or not such covenant or condition has been complied with; and (ivd) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Except as otherwise expressly provided by this AgreementIndenture, upon any application or request by the Company to the Purchase Contract Agent Trustee to take any action in accordance with under any provision of this AgreementIndenture, the Company shall furnish to the Purchase Contract Agent Trustee an Officers' Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action have been complied with and, if requested by the Purchase Contract Agent, and an Opinion of Counsel stating that, that in the opinion of such counsel, counsel such action is authorized or permitted by this Indenture and that all such conditions precedent, if any, have been complied with, 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 Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement Indenture shall include: (i1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (ii2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii3) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable such individual him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Except as otherwise expressly provided by this Agreement, upon any application or request by the Company to the Purchase Contract Agent to take any action in accordance with under any provision of this Agreement, the Company shall furnish to the Purchase Contract Agent an Officers' Certificate stating that all conditions precedent, if any, provided for in this Agreement relating to the proposed action have been complied with and, if requested by the Purchase Contract Agent, an Opinion of Counsel stating that, in the opinion of such counsel, such action is authorized or permitted by this Agreement and that all such conditions precedent, if any, have been complied with, 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 Agreement relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement shall include: (ia) a statement that each the individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iiic) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable such individual to express an informed opinion as to whether or not such covenant or condition has been complied with; and (ivd) a statement as to whether, in the opinion of each such individualindividual based on his or her knowledge, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Except as otherwise expressly provided by this Agreement, upon Upon any application or request by the Company to the Purchase Contract Agent Trustee to take any action in accordance with under any provision of this AgreementIndenture, the Company shall and any other obligor on the Notes will furnish to the Purchase Contract Agent Trustee an Officers' Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture (including any covenants compliance with which constitutes a condition precedent) relating to the proposed action have been complied with andwith, if requested by the Purchase Contract Agent, and an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent, if any, have been complied with, except that that, in the case of any such application or request as to which the furnishing of such documents documents, certificates and/or opinions is specifically required by any provision of this Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement shall Indenture will include: (i) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable such individual him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Except as otherwise expressly provided by this Agreement, upon Upon any application or request by the Company to the Purchase Contract Agent Trustee to take any action in accordance with under any provision of this AgreementIndenture, the Company shall Company, the Guarantors and any other obligor on the Notes will furnish to the Purchase Contract Agent Trustee an Officers' Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture (including any covenants compliance with which constitutes a condition precedent) relating to the proposed action have been complied with andwith, if requested by the Purchase Contract Agent, and an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent, if any, have been complied with, except that that, in the case of any such application or request as to which the furnishing of such documents documents, certificates and/or opinions is specifically required by any provision of this Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement shall Indenture will include: (i) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable such individual him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Except as otherwise expressly provided by this Purchase Contract Agreement, upon any application or request by the Company to the Purchase Contract Agent or Trustee to take any action in accordance with any provision of this Purchase Contract Agreement, the Company shall furnish to the Purchase Contract Agent or Trustee, as applicable, an Officers' Officer’s Certificate stating that all conditions precedent, if any, provided for in this Purchase Contract Agreement relating to the proposed action have been complied with and, if requested by the Purchase Contract AgentAgent or Trustee, as applicable, an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent, if any, have been complied with, 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 Purchase Contract Agreement relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate Officer’s Certificate or opinion with respect to compliance with a condition or covenant provided for in this Purchase Contract Agreement shall include: (i) a statement that each individual signing such certificate Officer’s Certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable such individual to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iviii) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Except as otherwise expressly provided by this AgreementIndenture, upon any application or request by the Company to the Purchase Contract Agent Trustee to take any action in accordance with under any provision of this AgreementIndenture, the Company shall furnish to the Purchase Contract Agent Trustee an Officers' Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action have been complied with and, if requested by the Purchase Contract Agent, and an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent, if any, have been complied with, 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 Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion (other than certificates provided pursuant to Section 1005) with respect to compliance with a condition or covenant provided for in this Agreement Indenture shall include: (ia) a statement that each individual Person signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iiic) a statement that, in the opinion of each such individualPerson, he or she such Person has made such examination or investigation as is necessary to enable such individual Person to express an informed opinion as to whether or not such covenant or condition has been complied with; and (ivd) a statement as to whether, in the opinion of each such individualPerson, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Except as otherwise expressly provided by this Agreement, upon any application or request by the Company to the Stock Purchase Contract Agent to take any action in accordance with any provision of this Agreement, the Company shall furnish to the Stock Purchase Contract Agent an Officers' ’ Certificate stating that all conditions precedent, if any, provided for in this Agreement relating to the proposed action have been complied with and, if reasonably requested by the Stock Purchase Contract Agent, an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent, if any, have been complied with, 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 Agreement relating to such particular application or request, no additional certificate or opinion need be furnished. Notwithstanding any portion of this Agreement to the contrary, the Company shall not be required to furnish the Stock Purchase Contract Agent an Opinion of Counsel in connection with the issuance of the MCAPS pursuant to the Underwriting Agreement. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement (other than the Officers’ Certificate provided for in Section 11.5) shall include: (i) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable such individual to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Except as otherwise expressly provided by this Agreement, upon any application or request by the Company to the Purchase Contract Agent to take any action in accordance with any provision of this Agreement, the Company shall furnish to the Purchase Contract Agent an Officers' Officer's Certificate stating that all conditions precedent, if any, provided for in this Agreement relating to the proposed action have been complied with and, if requested by the Purchase Contract Agent, an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent, if any, have been complied with, 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 Agreement relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement shall include: (i) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable such individual to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Except as otherwise expressly provided by this Agreement, upon Upon any application or request by the Company to the Purchase Contract Agent Pass Through Trustee to take any action in accordance with under any provision of this Pass Through Trust Agreement, the Company shall furnish to the Purchase Contract Agent Pass Through Trustee an Officers' Officer's Certificate stating that that, in the opinion of the signers, all conditions precedent, if any, provided for in this Pass Through Trust Agreement relating to the proposed action have been complied with and, if requested by the Purchase Contract Agent, and an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent, if any, have been complied with, 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 Pass Through Trust Agreement relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Pass Through Trust Agreement (other than a certificate provided pursuant to Section 8.4(d)) shall include: (i) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are basedused; (iii) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable such individual him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whetherwhether or not, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Except as otherwise expressly provided by this Agreement, upon any application or request by the Company to the Purchase Contract Agent to take any action in accordance with any provision of this Agreement, the Company shall furnish to the Purchase Contract Agent an Officers' ’ Certificate stating that all conditions precedent, if any, provided for in this Agreement relating to the proposed action have been complied with and, if requested by the Purchase Contract Agent, an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent, if any, have been complied with, 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 Agreement relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate Officers’ Certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement shall include: (i) a statement that each individual signing such certificate Officers’ Certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate Officers’ Certificate or opinion are based; (iii) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable such individual to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Except as otherwise expressly provided by this Agreement, upon any application or request by the Company to the Purchase Contract Agent and, as applicable, the Trustee to take any action in accordance with any provision of this Agreement, the Company shall furnish to the Purchase Contract Agent and, as applicable, the Trustee, an Officers' ’ Certificate stating that all conditions precedent, if any, provided for in this Agreement relating to the proposed action have been complied with and, if requested by the Purchase Contract Agent, and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent, if any, have been complied with, 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 Agreement relating to such particular application or request, no additional certificate or opinion need be furnishedfurnished unless so specified in such provision. Every certificate Officers’ Certificate or opinion Opinion of Counsel with respect to compliance with a condition or covenant provided for in this Agreement shall include: (i) a statement that each individual signing such certificate Officers’ Certificate or opinion Opinion of Counsel has read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate Officers’ Certificate or opinion Opinion of Counsel are based; (iii) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable such individual to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Except as otherwise expressly provided by this Agreement, upon any application or request by the Company to the Purchase Contract Agent to take any action in accordance with any provision of this Agreement, the Company shall furnish to the Purchase Contract Agent an Officers' ’ Certificate stating that all conditions precedent, if any, provided for in this Agreement relating to the proposed action have been complied with and, if requested by the Purchase Contract Agent, an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent, if any, have been complied with, 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 Agreement relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate Officers’ Certificate or opinion Opinion of Counsel with respect to compliance with a condition or covenant provided for in this Agreement shall include: (i) a statement that each individual signing such certificate Officers’ Certificate or opinion Opinion of Counsel has read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate Officers’ Certificate or opinion Opinion of Counsel are based; (iii) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable such individual to express an informed opinion as to whether or not such covenant or condition has been complied with; andan 1 Delete if over-allotment option is exercised in full before initial closing and will be settled on closing date for initial issuance. (iv) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Except as otherwise expressly provided by this AgreementIndenture, upon any application or request by either of the Company Mobile Energy Parties to the Purchase Contract Agent Trustee to take any action in accordance with under any provision of this AgreementIndenture, the Company Trustee shall furnish be entitled to the Purchase Contract Agent receive, upon its request, an Officers' Officer's Certificate of such Mobile Energy Party stating that all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action have been complied with and, if requested by the Purchase Contract Agent, and an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent, if any, have been complied with, 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 Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement Indenture shall include: (ia) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iiic) a statement that, in the opinion of each such individual, he or she such individual has made such examination or investigation as is necessary to enable such individual him to express an informed opinion as to whether or not such covenant or condition has been complied with; and; (ivd) a statement as to whetherwhether or not, in the opinion of each such individual, such condition or covenant has been complied with; and (e) in the case of an Officer's Certificate, a statement as to whether or not any Event of Default under this Indenture has occurred and Is continuing.

Compliance Certificates and Opinions. Except as otherwise expressly provided by this Agreement, upon any application or request by the Company to the Purchase Contract Agent to take any action in accordance with any provision of this Agreement, the Company shall furnish to the Purchase Contract Agent an Officers' ’ Certificate stating that all conditions precedent, if any, provided for in this Agreement relating to the proposed action have been complied with and, if requested by the Purchase Contract Agent, an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent, if any, have been complied with, 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 Agreement relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement (other than the Officers’ Certificate provided for in Section 10.05) shall include: (i) a statement that each individual signing such certificate or opinion has read such condition or covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable such individual to express an informed opinion as to whether or not such condition or covenant or condition has been complied with; and (iviii) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Except as otherwise expressly provided by this Unit Agreement, upon any application or request by the Company or the Trust, as applicable, to the Purchase Contract Unit Agent to take any action in accordance with any provision of this Unit Agreement, the Company or the Trust, as applicable, shall furnish to the Purchase Contract Unit Agent an Officers' ’ Certificate stating that all conditions precedent, if any, provided for in this Unit Agreement relating to the proposed action have been complied with and, if requested by the Purchase Contract Unit Agent, an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent, if any, have been complied with, 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 Unit Agreement relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Unit Agreement shall include: (i1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (ii2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii3) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable such individual to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Except as otherwise expressly provided by this Agreement, upon Upon any application or request by the Company to the Purchase Contract Agent Trustees to take any action in accordance with under any provision of this AgreementIndenture, the Company shall furnish to the Purchase Contract Agent Trustees, to the extent required by the TIA, an Officers' ’ Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture (including any covenant compliance with which constitutes a condition precedent) relating to the proposed action have been complied with and, if requested by the Purchase Contract AgentTrustee, an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent, if any, have been complied with, 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 Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a covenant or condition or covenant provided for in this Agreement Indenture (other than pursuant to Section 11.04) shall include: (ia) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iiic) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable such individual him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (ivd) a statement as to whether, in the opinion of each such individual, such covenant or condition or covenant has been complied with.

Compliance Certificates and Opinions. Except as otherwise expressly provided by this Agreement, upon Upon any application or request by the Company to the Purchase Contract Agent Trustee to take any action in accordance with under any provision of this AgreementIndenture, the Company shall furnish to the Purchase Contract Agent Trustee an Officers' Certificate stating that all conditions precedent, if anyany (including any covenants compliance with which constitutes a condition precedent), provided for in this Agreement Indenture relating to the proposed action have been complied with and, if requested by the Purchase Contract Agent, and an Opinion of Counsel stating that, that in the opinion of such counsel, Counsel all such conditions precedent, if anyany (including any covenants compliance with which constitutes a condition precedent), have been complied with, 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 Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement Indenture (other than annual statements of compliance provided pursuant to Section 10.04) shall include: (ia) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iiic) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable such individual him to express an informed opinion as to whether or not such covenant or condition has been complied compiled with; and (ivd) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Except as otherwise expressly provided by in this AgreementIndenture, upon any application or request by the Company to the Purchase Contract Agent Trustee to take any action in accordance with under any provision of this AgreementIndenture, the Company shall furnish to the Purchase Contract Agent Trustee an Officers' Officer’s Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action have been complied with and, if requested by the Purchase Contract Agentso otherwise required in this Indenture, an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent, if any, have been complied with, except it being understood that in the case of any such application or request as to which the furnishing of such documents an Officer’s Certificate is specifically required by any provision of this Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement Indenture shall include: (ia) a statement that each individual Person signing such certificate or opinion has read such covenant or condition and the definitions herein relating theretoin respect of which such document is furnished; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iiic) a statement that, in the opinion of each such individualPerson, he or she such Person has made such examination or investigation as is necessary to enable such individual Person to express an informed opinion as to whether or not such covenant or condition has been complied with; and (ivd) a statement as to whether, in the opinion of each such individualPerson, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Except as otherwise expressly provided by in or pursuant to this AgreementIndenture, upon any application or request by the Company or Guarantor to the Purchase Contract Agent Trustee to take any action in accordance with under any provision of this AgreementIndenture, the Company and any Guarantor shall furnish to the Purchase Contract Agent Trustee an Officers' Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action have been complied with and, if requested by the Purchase Contract Agent, and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents or any of them is specifically required by any provision of this Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement Indenture shall include: (i1) a statement that each individual signing such a certificate or opinion has read such condition or covenant or condition and the definitions herein relating thereto; (ii2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii3) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable such individual him to express an informed opinion as to whether or not such condition or covenant or condition has been complied with; and (iv4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Except as otherwise expressly provided by this Agreement, upon any application or request by the Company to the Purchase Contract Agent to take any action in accordance with under any provision of this Agreement, the Company shall furnish to the Purchase Contract Agent an Officers' ’ Certificate stating that all conditions precedent, if any, provided for in this Agreement relating to the proposed action have been complied with and, if requested by the Purchase Contract Agent, an Opinion of Counsel stating that, in the opinion of such counsel, such action is authorized or permitted by this Agreement and that all such conditions precedent, if any, have been complied with, 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 Agreement relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement shall include: (ia) a statement that each the individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iiic) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable such individual to express an informed opinion as to whether or not such covenant or condition has been complied with; and (ivd) a statement as to whether, in the opinion of each such individualindividual based on his or her knowledge, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Except as otherwise expressly provided by in this AgreementIndenture, upon any application or request by the Company to the Purchase Contract Agent Trustee to take any action in accordance with under any provision of this AgreementIndenture, the Company shall furnish to the Purchase Contract Agent Trustee an Officers' ’ Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action have been complied with and, if requested by the Purchase Contract Agent, and an Opinion of Counsel stating that, in the opinion of such counsel, such action is authorized or permitted by this Indenture and that all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents or any of them is specifically required by any provision of this Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement Indenture shall include: (ia) a statement that each the individual signing such certificate or opinion has read such condition or covenant or condition and the definitions herein relating thereto; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iiic) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable such individual him or her to express an informed opinion as to whether or not such condition or covenant or condition has been complied with; and (ivd) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Except as otherwise expressly provided by this Agreement, upon Upon any application or request by the Company or the Guarantor to the Purchase Contract Agent Trustee to take any action in accordance with under any provision of this AgreementIndenture, if requested by the Trustee, the Company or the Guarantor, as the case may be, shall furnish to the Purchase Contract Agent Trustee an Officers' ’ Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action have been complied with and, if requested by the Purchase Contract Agentas to matters of law, an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent, if any, have been complied with, 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 Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement Indenture shall include: (i1) a statement that each individual the Person signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (ii2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii3) a statement that, in the opinion of each such individualPerson, he or she such Person has made such examination or investigation as is necessary to enable such individual him to express an informed opinion as to whether or not such condition or covenant or condition has been complied with; and (iv4) a statement as to whether, in the opinion of each such individualPerson, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Except as otherwise expressly provided by this Agreement, upon (a) Upon any application or request by the Company Issuer to the Purchase Contract Agent to take any action in accordance with under any provision of this Master Loan Agreement, the Company Issuer shall furnish to the Purchase Contract Agent (i) an Officers' Certificate officer’s certificate stating that all conditions precedent, if any, provided for in this Master Loan Agreement relating to the proposed action have been complied with andwith, and (ii) if requested deemed reasonably necessary by the Purchase Contract AgentAgent or if required pursuant to the terms of this Master Loan Agreement, an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent, if any, have been complied with, 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 Master Loan Agreement relating to such particular application or request, no additional certificate or opinion need be furnished. . (b) Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Master Loan Agreement shall include: (i) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable such individual him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Except as otherwise expressly provided by this Agreement, upon Upon any application or request by the Company to the Purchase Contract Agent Trustee to take any action in accordance with under any provision of this AgreementIndenture, the Company shall Company, each Subsidiary Guarantor and any other obligor on the Notes will furnish to the Purchase Contract Agent Trustee an Officers' Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture (including any covenants compliance with which constitutes a condition precedent) relating to the proposed action have been complied with andwith, if requested by the Purchase Contract Agent, and an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent, if any, have been complied with, except that that, in the case of any such application or request as to which the furnishing of such documents documents, certificates and/or opinions is specifically required by any provision of this Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement shall Indenture will include: (i) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable such individual him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Except as otherwise expressly provided by this AgreementIndenture, upon any application or request by the Company to the Purchase Contract Agent Trustee to take any action in accordance with under any provision of this AgreementIndenture that requires that the Company comply with any conditions precedent before the Trustee shall take such action, the Company shall furnish to the Purchase Contract Agent Trustee an Officers' Certificate Certificate, stating that all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action have been complied with and, if requested by the Purchase Contract Agent, and an Opinion of Counsel stating that, that in the opinion of such counsel, Counsel all such conditions precedent, if any, have been complied with, 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 Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement Indenture shall include: (i1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (ii2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii3) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable such individual him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Except as otherwise expressly provided by in this AgreementIndenture, upon any application or request by the Company or any Guarantor to the Purchase Contract Agent Trustee to take any action in accordance with under any provision of this AgreementIndenture, the Company or such Guarantor, as the case may be, shall furnish to the Purchase Contract Agent Trustee an Officers' Certificate or a Guarantor's Officer's Certificate, as the case may be, stating that all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action have been complied with and, if requested by the Purchase Contract Agent, and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents or any of them is specifically required by any provision of this Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement Indenture shall include: (i1) a statement that each individual signing such certificate or opinion has read such condition or covenant or condition and the definitions herein relating thereto; (ii2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii3) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable such individual him to express an informed opinion as to whether or not such condition or covenant or condition has been complied with; and (iv4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Except as otherwise expressly provided by this Agreement, upon any application or request by the Company to the Purchase Contract Agent and/or Trustee to take any action in accordance with any provision of this Agreement, the Company shall furnish to the Purchase Contract Agent and/or Trustee, as applicable, an Officers' ’ Certificate stating that all conditions precedent, if any, provided for in this Agreement relating to the proposed action have been complied with and, if requested by the Purchase Contract AgentAgent and/or Trustee, as applicable, an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent, if any, have been complied with, 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 Agreement relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate Officers’ Certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement shall include: (i) a statement that each individual signing such certificate Officers’ Certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate Officers’ Certificate or opinion are based; (iii) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable such individual to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Except as otherwise expressly provided by in this AgreementIndenture, upon any application or request by the Company or the Guarantor to the Purchase Contract Agent Trustee to take any action in accordance with under any provision of this AgreementIndenture, the Company or the Guarantor, as the case may be, shall furnish to the Purchase Contract Agent Trustee an Officers' ’ Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action have been complied with and, if requested by the Purchase Contract Agent, and an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent, if any, have been complied with, 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 Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnishedfurnished except as specifically contemplated by such provision of this Indenture. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement Indenture shall include: (i) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable such individual him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Except as otherwise expressly provided by this Agreement, upon Upon any application or request by the Company to the Purchase Contract Agent Trustee to take any action in accordance with under any provision of this AgreementIndenture, the Company Company, the Guarantors and any other obligor on the Securities shall furnish to the Purchase Contract Agent Trustee an Officers' Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture (including any covenants compliance with which constitutes a condition precedent) relating to the proposed action have been complied with andwith, if requested by the Purchase Contract Agent, and an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent, if any, have been complied with, except that that, in the case of any such application or request as to which the furnishing of such documents documents, certificates and/or opinions is specifically required by any provision of this Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate Officer's Certificate or opinion Opinion of Counsel with respect to compliance with a condition or covenant provided for in this Agreement Indenture shall include: (i) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable such individual him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Except as otherwise expressly provided by this AgreementIndenture, upon any application or request by the Company or the Partnership to the Purchase Contract Agent Trustee to take any action in accordance with under any provision of this AgreementIndenture, the Company or the Partnership, as the case may be, shall furnish to the Purchase Contract Agent Trustee an Officers' ’ Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action have been complied with and, if requested by the Purchase Contract Agent, and an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent, if any, have been complied with, except that in the case of any such particular application or request as to which the furnishing of such documents is specifically required by any provision of this Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement Indenture shall include: (ia) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iiic) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable such individual him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (ivd) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with; and (e) in the case of an Officers’ Certificate, a statement that no Event of Default under this Indenture has occurred and is continuing.

Compliance Certificates and Opinions. (a) Except as otherwise expressly provided by this Agreement, upon any application or request by the Company to the Purchase Contract Agent to take any action in accordance with any provision of this Agreement, the Company shall furnish to the Purchase Contract Agent an Officers' Certificate stating that all conditions precedent, if any, provided for in this Agreement relating to the proposed action have been complied with and, if requested by the Purchase Contract Agent, an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent, if any, have been complied with, 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 Agreement relating to such particular application or request, no additional certificate or opinion need be furnished. . (b) Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement shall include: (i) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable such individual to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Except as otherwise expressly provided by in this AgreementIndenture, upon any application or request by the Company to the Purchase Contract Agent Trustee to take any action in accordance with under any provision of this AgreementIndenture, the Company shall furnish to the Purchase Contract Agent Trustee an Officers' Certificate Certificate, in form and substance reasonably satisfactory to the Trustee, stating that all conditions precedent, if any, provided for in this Agreement indenture relating to the proposed action have been complied with and, if requested by the Purchase Contract Agent, and an Opinion of Counsel Counsel, in form and substance reasonably satisfactory to the Trustee, stating that, that in the opinion of such counsel, counsel all such conditions precedent, if any, have been complied with, 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 Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement Indenture (other than certificates provided pursuant to Section 12.02) shall include: (i1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (ii2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii3) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable such individual him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Except as otherwise expressly provided by this Agreement, upon any application or request by the Company to the Stock Purchase Contract Agent to take any action in accordance with any provision of this Agreement, the Company shall furnish to the Stock Purchase Contract Agent an Officers' ’ Certificate stating that all conditions precedent, if any, provided for in this Agreement relating to the proposed action have been complied with and, if reasonably requested by the Stock Purchase Contract Agent, an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent, if any, have been complied with, 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 Agreement relating to such particular application or request, no additional certificate or opinion need be furnished. Notwithstanding any portion of this Agreement to the contrary, the Company shall not be required to furnish the Stock Purchase Contract Agent an Opinion of Counsel in connection with the issuance of the Common SPACES pursuant to the Underwriting Agreement. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement (other than the Officers’ Certificate provided for in Section 10.05) shall include: (i) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable such individual to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Except as otherwise expressly provided by this Agreement, upon any application or request by the Company to the Purchase Contract Agent, the Custodial Agent or the Collateral Agent to take any action in accordance with any provision of this Agreement, the Company shall furnish to the Purchase Contract Agent, the Custodial Agent or the Collateral Agent an Officers' Officer’s Certificate stating that all conditions precedent, if any, provided for in this Agreement relating to the proposed action have been complied with and, if requested by the Purchase Contract Agent, and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent, if any, have been complied with, 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 Agreement relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement shall include: (ia) a statement that each individual signing such certificate or opinion has read such covenant or condition and and, if applicable, the definitions herein relating thereto; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iiic) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable such individual to express an informed opinion as to whether or not such covenant or condition has been complied with; and (ivd) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Except as otherwise expressly provided by this Agreement, upon any application or request by the Company to the Purchase Contract Agent to take any action in accordance with under any provision of this Agreement, the Company Company, as applicable, shall furnish to the Purchase Contract Agent an Officers' Officer’s Certificate of the Company and, if relevant, of the Guarantor, stating that all conditions precedent, if any, provided for in this Agreement relating to the proposed action have been complied with and, if requested by the Purchase Contract Agent, and an Opinion of Counsel of the Company and, if relevant, of the Guarantor stating that, in the opinion of such counsel, all such conditions precedent, if any, have been complied with, 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 Agreement relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement shall include: (i) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable such individual him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Except as otherwise expressly provided by this Agreement, upon Upon any application or request by the Company to the Purchase Contract Agent Trustee to take any action in accordance with under any provision of this AgreementIndenture, the Company Company, the Guarantors and any other obligor on the Notes shall furnish to the Purchase Contract Agent Trustee an Officers' Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture (including any covenants compliance with which constitutes a condition precedent) relating to the proposed action have been complied with andwith, if requested by the Purchase Contract Agent, and an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent, if any, have been complied with, except that that, in the case of any such application or request as to which the furnishing of such documents documents, certificates and/or opinions is specifically required by any provision of this Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement Indenture shall include: (i) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable such individual him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Except as otherwise expressly provided by this AgreementIndenture, upon any application or request by the Company Issuer or either of the Guarantors to the Purchase Contract Agent Trustee to take any action in accordance with under any provision of this AgreementIndenture, the Company Issuer or such Guarantor, as the case may be, shall furnish to the Purchase Contract Agent Trustee an Officers' Officer’s Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action have been complied with and, if requested by the Purchase Contract Agent, and an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent, if any, have been complied with, 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 Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement Indenture (other than the Officer’s Certificate delivered pursuant to Section 1005) shall include: (i1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (ii2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii3) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable such individual him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Except as otherwise expressly provided by in this AgreementIndenture, upon any application or request by the Company to the Purchase Contract Agent Trustee to take any action in accordance with under any provision of this AgreementIndenture, the Company shall furnish to the Purchase Contract Agent Trustee an Officers' Officer’s Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action (including any covenants compliance with which constitutes a condition precedent) have been complied with and, if requested by the Purchase Contract Agent, and an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent, if any, have been complied with, 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 Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement Indenture shall include: (ia) a statement that each individual Person signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iiic) a statement that, in the opinion of each such individualPerson, he or she such Person has made such examination or investigation as is necessary to enable such individual Person to express an informed opinion as to whether or not such covenant or condition has been complied with; and (ivd) a statement as to whether, in the opinion of each such individualPerson, such condition or covenant has been complied with.