Common use of Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee Clause in Contracts

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officer’s Certificate and Opinion of Counsel stating that in the opinion of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.09) shall include (i) a statement that the Person making such certificate has read such covenant or condition; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iii) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether or not, in the judgment of such Person, such covenant or condition has been complied with. Notwithstanding anything to the contrary in this Section 17.06, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall shall, if requested by the Trustee, furnish to the Trustee an Officer’s Certificate and and/or an Opinion of Counsel Counsel, in form and substance reasonably satisfactory to the Trustee, stating that in such action is permitted by the opinion terms of the signors, this Indenture and that all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed such action have been satisfiedcomplied with. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.094.08) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has action is permitted by this Indenture and that all conditions precedent to such action have been complied with. Notwithstanding anything to the contrary in this Section 17.06, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall shall, if requested by the Trustee, furnish to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that in such action is permitted by the opinion terms of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfiedIndenture. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.09) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has action is permitted by this Indenture and that all covenants and conditions precedent in the Indenture have been complied with. Notwithstanding anything to the contrary in this Section 17.06, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officer’s Certificate and Opinion of Counsel stating that in the opinion of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.094.08) shall include (i) a statement that the Person making such certificate has read such covenant or condition; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iii) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether or not, in the judgment of such Person, such covenant or condition has been complied with. Notwithstanding anything to the contrary in this Section 17.06, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall shall, if requested by the Trustee, furnish to the Trustee an Officer’s Certificate and and/or Opinion of Counsel Counsel, in form and substance reasonably satisfactory to the Trustee, stating that in such action is permitted by the opinion terms of the signors, this Indenture and that all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action such actions have been satisfiedcomplied with. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.094.08) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has action is permitted by this Indenture and that all conditions precedent to such action have been complied with. Notwithstanding anything to the contrary in this Section 17.0617.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request, such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall shall, if requested by the Trustee, furnish to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that such action is permitted by the terms of this Indenture and that in the opinion of the signorssigners, all conditions precedent and covenantsprecedent, if any, provided for in this Indenture relating to the proposed action have been satisfiedcomplied with. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.094.08) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has action is permitted by this Indenture and that all conditions precedent to such action have been complied with. With respect to matters of fact, an Opinion of Counsel may rely on an Officer’s Certificate or certificates of public officials. Notwithstanding anything to the contrary in this Section 17.0617.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request, such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officer’s Officers’ Certificate and Opinion of Counsel stating that in the opinion of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfiedcomplied with. Each Officer’s Officers’ Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Officers’ Certificates provided for in Section 4.094.08) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied with; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has been complied with. Notwithstanding anything to the contrary in this Section 17.06, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company Trustee shall furnish be entitled to receive: (a) an Officers’ Certificate in form reasonably satisfactory to the Trustee an Officer’s Certificate and Opinion of Counsel stating that that, in the opinion of the signorssigners, all conditions precedent and (including any covenants, compliance with which constitutes a condition precedent), if any, provided for in this Indenture relating to the proposed action have been satisfied. Each Officer’s Certificate complied with; and (b) an Opinion of Counsel in form reasonably satisfactory to the Trustee stating that, in the opinion of such counsel, all such conditions precedent (including any covenants, compliance with which constitutes a condition precedent) have been complied with. Each Officers’ Certificate provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Officers’ Certificates provided for in Section 4.094.08) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or action is permitted by this Indenture and as to whether all conditions precedent (including any covenants, compliance with which constitutes a condition has precedent), if any, provided for in this Indenture relating to the proposed action have been complied with; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or action is permitted by this Indenture and all such conditions precedent (including any covenants, compliance with which constitutes a condition has precedent) have been complied with. Notwithstanding anything to the contrary in this Section 17.06, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officer’s Certificate and Opinion of Counsel stating that in the opinion of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.094.08) shall include (i) a statement that the Person making such certificate is familiar with the requested action and the Indenture and has read such covenant or condition; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iii) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether or not, in the judgment of such Person, such covenant that all covenants or condition has been complied with. Notwithstanding anything to the contrary in this Section 17.06, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officer’s Officers’ Certificate and Opinion of Counsel stating that in the opinion of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied. Each Officer’s Officers’ Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Officers’ Certificates provided for in Section 4.094.08) shall include (i) a statement that the Person making such certificate has read such covenant or condition; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iii) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether or not, in the judgment of such Person, such covenant or condition has been complied with. Notwithstanding anything to the contrary in this Section 17.06, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel stating that in the opinion of the signors, all conditions precedent and covenants(including any covenants compliance with which constitutes a condition precedent) which relate to such action, if any, provided for in this Indenture relating to the proposed action have been satisfiedcomplied with; provided that no such Opinion of Counsel shall be required in connection with the issuance of Notes on the Issue Date. Each Officer’s Officers’ Certificate and Opinion of Counsel provided for, for by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with a condition or covenant provided for in this Indenture (other than the Officer’s Officers’ Certificates provided for in Section 4.094.04) shall include (ia) a statement that the Person making such certificate certification or opinion has read such covenant or condition; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate or opinion is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied with; and (ivd) a statement as to whether or not, in the judgment of such Person, such covenant or condition has been complied with. Notwithstanding anything to the contrary in this Section 17.0618.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request, such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officer’s Certificate and an Opinion of Counsel, stating that such action is permitted by the terms of this Indenture and that all conditions precedent to such action have been complied with. With respect to matters of fact, an Opinion of Counsel stating that in the opinion may rely on an Officer’s Certificate or certificates of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfiedpublic officials. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.094.08) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has action is permitted by this Indenture and that all conditions precedent to such action have been complied with. Notwithstanding anything to the contrary in this Section 17.06, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall shall, if requested by the Trustee, furnish to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel stating that such action is permitted by the terms of this Indenture; provided that no Opinion of Counsel shall be required to be delivered in connection with a request by the opinion Company that the Trustee deliver a notice to Holders under the Indenture, where the Trustee receives an Officers’ Certificate with respect to such notice. With respect to matters of the signorsfact, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfiedan Opinion of Counsel may rely on an Officers’ Certificate or certificates of public officials. Each Officer’s Officers’ Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Officers’ Certificates provided for in Section 4.094.08) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has been complied with. Notwithstanding anything to the contrary in action is permitted by this Section 17.06, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to such Opinion of CounselIndenture.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall shall, if requested by the Trustee, furnish to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel stating that in such action is permitted by the opinion terms of the signors, this Indenture and that all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed such action have been satisfiedcomplied with. Each Officer’s Officers’ Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Officers’ Certificates provided for in Section 4.094.08) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has action is permitted by this Indenture and, if applicable, whether all conditions precedent to such action have been complied with; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has action is permitted by this Indenture and, if applicable, that all conditions precedent thereto have been complied with. Notwithstanding anything to the contrary in this Section 17.06, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that such action is permitted by the terms of this Indenture; provided that no such Opinion of Counsel shall be required in connection with the opinion issuance of Notes on the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfiedIssue Date. Each Officer’s Certificate and Opinion of Counsel provided for, for by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.094.04) shall include (ia) a statement that the Person making such certificate has read such covenant or conditioncertification is familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Person, such covenant or condition has been complied withaction is permitted by this Indenture. Notwithstanding anything to the contrary in this Section 17.0617.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request, such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall shall, if requested by the Trustee, furnish to the Trustee an Officer’s Certificate and Opinion of Counsel stating that in such action is permitted by the opinion terms of the signors, this Indenture and that all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action such actions have been satisfiedcomplied with. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.094.08) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has action is permitted by this Indenture and that all conditions precedent to such action have been complied with. Notwithstanding anything to the contrary in this Section 17.0617.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request, such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, including Section 2.04, the Company shall shall, if requested by the Trustee, furnish to the Trustee an Officer’s Officers’ Certificate and and/or an Opinion of Counsel Counsel, as the case may be, stating that in such action is permitted by the opinion terms of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfiedIndenture. Each Officer’s Officers’ Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Officers’ Certificates provided for in Section 4.09) shall include (ia) a statement that the Person making such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Person, such covenant or condition has been complied withaction is permitted by this Indenture. Notwithstanding anything to the contrary in this Section 17.06, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request, such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that such action is permitted by the terms of this Indenture and that in the opinion of the signorssigners, all conditions precedent and covenantsprecedent, if any, provided for in this Indenture relating to the proposed action have been satisfiedcomplied with. With respect to matters of fact, an Opinion of Counsel may rely on an Officer’s Certificate or certificates of public officials. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.094.08) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has action is permitted by this Indenture and that all conditions precedent thereto have been complied with. Notwithstanding anything to the contrary in this Section 17.0617.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officer’s Certificate and Opinion of Counsel stating that in the opinion of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfiedsatisfied (except that no such Opinion of Counsel shall be required to be furnished to the Trustee in connection with the issuance of the Notes on the date of this Indenture). Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section ‎Section 4.09) shall include (i) a statement that the Person making such certificate has read such covenant or condition; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iii) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether or not, in the judgment of such Person, such covenant or condition has been complied with. Notwithstanding anything to the contrary in this Section ‎Section 17.06, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officer’s Certificate and an Opinion of Counsel Counsel, in each case, stating that in such action is permitted by the opinion terms of the signors, this Indenture and that all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed such action have been satisfiedcomplied with. Each Officer’s Certificate and or Opinion of Counsel Counsel, as the case may be, provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the an Officer’s Certificates Certificate provided for in pursuant to Section 4.09314(a)(4) of the Trust Indenture Act) shall comply with the provisions of Section 314(e) of the Trust Indenture Act and shall also include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has been complied withaction is permitted by this Indenture. Notwithstanding anything to the contrary in this Section 17.0617.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request, such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture (other than, with respect to an Opinion of Counsel, in connection with the issuance and authentication of the Notes on the date of this Indenture), the Company shall furnish to the Trustee an Officer’s Certificate and an Opinion of Counsel, stating that such action is permitted by the terms of this Indenture and that all conditions precedent to such action have been complied with. With respect to matters of fact, an Opinion of Counsel stating that in the opinion may rely on an Officer’s Certificate or certificates of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfiedpublic officials. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company or the Guarantor in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.094.08) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has action is permitted by this Indenture and that all conditions precedent to such action have been complied with. Notwithstanding anything to the contrary in this Section 17.06, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall shall, if requested by the Trustee, furnish to the Trustee an Officer’s Officers’ Certificate and Opinion of Counsel stating that in such action is permitted by the opinion terms of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfiedIndenture. Each Officer’s Officers’ Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Officers’ Certificates provided for in Section 4.094.08) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has action is permitted by this Indenture and that all conditions precedent to such action have been complied with. Notwithstanding anything to the contrary in this Section 17.0617.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall shall, if requested by the Trustee, furnish to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that in such action is permitted by the opinion terms of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfiedIndenture. Each Officer’s Certificate and an Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.094.08) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has been complied withaction is permitted by this Indenture. Notwithstanding anything to the contrary in this Section 17.0617.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request, such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officer’s Certificate and and, if requested by the Trustee, an Opinion of Counsel stating that in such action is permitted by the opinion terms of the signorsthis Indenture. With respect to matters of fact, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfiedan Opinion of Counsel may rely on an Officer’s Certificate or certificates of public officials. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.094.08) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has action is permitted by this Indenture and that all conditions precedent thereto have been complied with. Notwithstanding anything to the contrary in this Section 17.0617.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that in such action is permitted by the opinion terms of the signors, this Indenture and that all conditions precedent and covenantsunder the Indenture, if any, provided for in this Indenture relating to the proposed action have been satisfiedcomplied with. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.094.08) and each Opinion of Counsel shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has action is permitted by this Indenture and that all conditions precedent thereto have been complied with. Notwithstanding anything to the contrary in this Section 17.0617.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request (and refrain from acting until receipt), such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture (other than, with respect to an Opinion of Counsel, in connection with the issuance and authentication of the Notes on the date of this Indenture), the Company shall furnish to the Trustee an Officer’s Certificate and an Opinion of Counsel, stating that such action is permitted by the terms of this Indenture and that all conditions precedent to such action have been complied with. With respect to matters of fact, an Opinion of Counsel stating that in the opinion may rely on an Officer’s Certificate or certificates of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfiedpublic officials. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.094.07) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has action is permitted by this Indenture and that all conditions precedent to such action have been complied with. Notwithstanding anything to the contrary in this Section 17.06, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall shall, if requested by the Trustee, furnish to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that in such action is permitted by the opinion terms of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfiedIndenture. Each Officer’s Certificate and or Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.094.08) shall include (i) a statement that the Person person making such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iii) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has action is permitted by this Indenture and all conditions precedent in connection with such action have been complied with; and (iv) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has action is permitted by this Indenture and all such conditions precedent have been complied with. Notwithstanding anything to the contrary in this Section 17.0617.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request, such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee or the Collateral Trustee to take any action under any of the provisions of this IndentureIndenture or the other Transaction Documents, the Company shall furnish to the Trustee and the Collateral Trustee, as applicable, an Officer’s Officers’ Certificate and an Opinion of Counsel stating that in such action is permitted by the opinion terms of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfiedIndenture. Each Officer’s Officers’ Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee or the Collateral Trustee with respect to compliance with this Indenture (other than the Officer’s Officers’ Certificates provided for in Section 4.094.14) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has all conditions precedent and covenants, if any, provided for in this Indenture related to the proposed action have been complied with. Notwithstanding anything to the contrary in this Section 17.06, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall shall, if requested by the Trustee, furnish to the Trustee an Officer’s Certificate and Opinion of Counsel stating that in such action is permitted by the opinion terms of the signors, this Indenture and that all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfiedcomplied with; provided, however, that such Opinion of Counsel shall not be required in connection with the initial issuance of the Notes hereunder. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.094.08) shall include include: (ia) a statement that the Person making person signing such certificate is familiar with the requested action and this Indenture and has read such condition or covenant or conditionherein relating thereto; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such action is permitted by this Indenture and whether or not such condition or covenant or condition has been complied with; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such action is permitted by this Indenture and such condition or covenant or condition has been complied with. Notwithstanding anything to the contrary in this Section 17.0617.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request, such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officer’s Certificate and Opinion of Counsel stating that in such action is permitted by the opinion terms of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfiedIndenture. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.094.08) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has action is permitted by this Indenture and that all conditions precedent thereto have been complied with. Notwithstanding anything to the contrary in this Section 17.0617.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request (and refrain from acting until it receives), such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company or any Guarantor to the Trustee to take any action under any of the provisions of this Indenture, the Company or such Guarantor, as applicable, shall furnish to the Trustee an Officer’s Certificate and and/or Opinion of Counsel Counsel, subject to customary exceptions, in form and substance reasonably satisfactory to the Trustee, stating that in such action is permitted by the opinion terms of the signors, Indenture and that all conditions precedent and covenantsprecedent, if any, provided for in this Indenture relating to the proposed action have been satisfiedcomplied with. Each Officer’s Certificate and or Opinion of Counsel provided for, by or on behalf of the Company for in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates a condition or covenant provided for in Section 4.09) this Indenture shall include (ia) a statement that the Person making person signing such certificate Officer’s Certificate or Opinion of Counsel has read such covenant or condition; , (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement statements or opinions contained in such certificate is Officer’s Certificate or Opinion of Counsel are based; , (iiic) a statement that, in the judgment opinion of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment opinion as to whether or not such covenant action is permitted by this Indenture and whether or condition has not such covenants or conditions have been complied with; with and (ivd) a statement as to whether or not, in the judgment opinion of such Personperson, such covenant action is permitted by this Indenture and that all conditions or condition has covenants precedent to such action have been complied with. Notwithstanding anything Any Officer’s Certificate of the Company or any Guarantor may be based, insofar as it relates to legal matters, upon an Opinion of Counsel, unless such officer knows that the Opinion of Counsel with respect to the contrary matters upon which his or her Officer’s Certificate may be based as aforesaid are erroneous, or in this Section 17.06the exercise of reasonable care should know that the same are erroneous. Any Opinion of Counsel may be based, if insofar as it relates to factual matters, information with respect to which is in the possession of the Company or any provision Guarantor, upon the Officer’s Certificate of the Company or such Guarantor, as applicable, unless such counsel knows that the Officer’s Certificate with respect to the matters upon which his or her Opinion of Counsel may be based as aforesaid are erroneous, or in this Indenture specifically provides the exercise of reasonable care should know that the same are erroneous. Any Officer’s Certificate or Opinion of Counsel may be based, insofar as it relates to accounting matters, upon a certificate or opinion of or representations by an accountant or firm of accountants in the employ of the Company or any Guarantor, as applicable, unless such officer or counsel, as the case may be, knows that the certificate or opinion or representations with respect to the accounting matters upon which his or her Officer’s Certificate or Opinion of Counsel may be based as aforesaid are erroneous, or in the exercise of reasonable care should know that the same are erroneous. Any certificate or opinion of any independent firm of public accountants filed with and directed to the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to contain a statement that such Opinion of Counselfirm is independent.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company or the Reference Entity to the Trustee to take any action under any of the provisions of this Indenture, the Company shall or the Reference Entity, as applicable, shall, if requested by the Trustee, furnish to the Trustee an Officer’s Officers’ Certificate and Opinion of Counsel stating that in such action is permitted by the opinion terms of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfiedIndenture. Each Officer’s Officers’ Certificate and Opinion of Counsel provided for, by or on behalf of the Company or the Reference Entity in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Officers’ Certificates provided for in Section 4.094.08) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has been complied withaction is permitted by this Indenture. Notwithstanding anything to the contrary in this Section 17.0617.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or Trustee, the Company or Reference Entity hereunder, the Trustee shall be entitled to, or entitled to request, such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall shall, if requested by the Trustee, furnish to the Trustee an Officer’s Certificate and Opinion of Counsel stating that in such action is permitted by the opinion terms of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfiedIndenture. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.094.08) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment opinion of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment opinion as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or notwhether, in the judgment opinion of such Personperson, such covenant or condition has been complied withaction is permitted by this Indenture. Notwithstanding anything to the contrary in this Section 17.0617.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request, such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officer’s Certificate and Opinion of Counsel stating that in such action is permitted by the opinion terms of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfiedIndenture. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.094.08) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has action is permitted by this Indenture and that all conditions precedent thereto have been complied with. Notwithstanding anything to the contrary in this Section 17.0617.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request (and refrain from acting until received), such Opinion of Counsel, provided that no conditions precedent Opinion of Counsel shall be required in connection with the issuance of Notes on the date hereof.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall shall, if requested by the Trustee, furnish to the Trustee an Officer’s Officers’ Certificate and Opinion of Counsel stating that in such action is permitted by the opinion terms of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfiedIndenture. Each Officer’s Officers’ Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Officers’ Certificates provided for in Section 4.09) shall include (i) a statement that the Person making person signing such certificate has read such covenant Officers’ Certificate or conditionOpinion of Counsel is familiar with the requested action and this Indenture; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate Officers’ Certificate or Opinion of Counsel is based; (iii) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (iv) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has been complied withaction is permitted by this Indenture. Notwithstanding anything to the contrary in this Section 17.0617.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request, such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that in such action is permitted by the opinion terms of the signors, this Indenture and that all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.094.08) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has been complied with. Notwithstanding anything to the contrary in action is permitted by this Section 17.06, if any provision Indenture and that all conditions precedent provided for in this Indenture specifically provides that relating to the Trustee shall or may receive an Opinion of Counsel in connection with any proposed action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to such Opinion of Counselhave been satisfied.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company or Avadel to the Trustee to take any action under any of the provisions of this Indenture, the Company shall or Avadel, as applicable, shall, if requested by the Trustee, furnish to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel stating that in such action is permitted by the opinion terms of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfiedIndenture. Each Officer’s Officers’ Certificate and Opinion of Counsel provided for, by or on behalf of the Company or Avadel in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Officers’ Certificates provided for in Section 4.09) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has been complied withaction is permitted by this Indenture. Notwithstanding anything to the contrary in this Section 17.0618.06, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company or Avadel hereunder, the Trustee shall be entitled to, or entitled to request, such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officer’s Officers’ Certificate and Opinion of Counsel stating that in the opinion of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfiedsatisfied (other than a certificate provided pursuant to TIA §314(a)(4)) must comply with the provisions of TIA §314(e). Each Officer’s Officers’ Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Officers’ Certificates provided for in Section 4.094.08) shall include (i) a statement that the Person making such certificate or opinion has read such covenant or condition; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate or opinion is based; (iii) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withsatisfied; and (iv) a statement as to whether or not, in the judgment of such Person, such covenant or condition has been complied withsatisfied. Notwithstanding anything to the contrary in this Section 17.0619.06, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officer’s Officers’ Certificate and and, if requested by the Trustee, an Opinion of Counsel stating that in the opinion of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfiedcomplied with; provided that no Opinion of Counsel shall be required to be delivered in connection with a request by the Company that the Trustee deliver a notice to Holders under the Indenture where the Trustee receives an Officers’ Certificate with respect to such notice. With respect to matters of fact, an Opinion of Counsel may rely on an Officers’ Certificate or certificates of public officials. Each Officer’s Officers’ Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Officers’ Certificates provided for in Section 4.094.08) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or condition; is familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied with; with; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has been complied with. Notwithstanding anything to the contrary in this Section 17.06, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall shall, if requested by the Trustee, furnish to the Trustee an Officer’s Officers’ Certificate and and/or an Opinion of Counsel Counsel, in form and substance reasonably satisfactory to the Trustee stating that in such action is permitted by the opinion terms of the signors, this Indenture and that all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed such action have been satisfiedcomplied with. Each Officer’s Officers’ Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Officers’ Certificates provided for in Section 4.09‎Section 4.08) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has action is permitted by this Indenture and all conditions precedent to such action have been complied with. Notwithstanding anything to the contrary in this Section 17.06, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall shall, if requested by the Trustee, furnish to the Trustee an Officer’s Certificate and Opinion of Counsel stating that such action is permitted by the terms of this Indenture; provided that no Opinion of Counsel shall be required to be delivered in connection with (x) the opinion original issuance of Notes on the date hereof under this Indenture or (y) the mandatory exchange of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating restricted Notes to an unrestricted CUSIP pursuant to the proposed action have been satisfiedapplicable procedures of the Depositary upon becoming freely tradable by non-Affiliates of the Company under Rule 144. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.094.08) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has been complied with. Notwithstanding anything to the contrary in action is permitted by this Section 17.06, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to such Opinion of CounselIndenture.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall shall, if requested by the Trustee, furnish to the Trustee an Officer’s Officers’ Certificate and and/or Opinion of Counsel stating that in such action is permitted by the opinion terms of the signorsthis Indenture; provided, all conditions precedent and covenantshowever, if any, provided for in this Indenture relating to the proposed action have been satisfied. Each Officer’s Certificate and that such Opinion of Counsel shall not be required in connection with the Notes initially issued hereunder. Each Officers’ Certificate provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Officers’ Certificates provided for in Section 4.09) shall include (ia) a statement that the Person person making such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has been complied withaction is permitted by this Indenture. Notwithstanding anything to the contrary in this Section 17.06, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request, such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall shall, if requested by the Trustee, furnish to the Trustee an Officer’s Certificate and Opinion of Counsel stating that in the opinion of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed such action have been satisfiedsatisfied and such action is permitted by the terms of this Indenture. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.094.08) shall include (ia) a statement that the Person making such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such personPerson, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Person, all conditions precedent to such covenant or condition has action have been complied withsatisfied and such action is permitted by this Indenture. Notwithstanding anything to the contrary in this Section 17.0617.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request, such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall shall, if requested by the Trustee, furnish to the Trustee an Officer’s Officers’ Certificate and or Opinion of Counsel or both, as applicable, stating that in such action is permitted by the opinion terms of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfiedIndenture. Each Officer’s Officers’ Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Officers’ Certificates provided for in Section 4.094.13 pursuant to Trust Indenture Act Section 314(a)(4)) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has been complied withaction is permitted by this Indenture. Notwithstanding anything to the contrary in this Section 17.0617.07, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company or the Reference Entity to the Trustee to take any action under any of the provisions of this Indenture, the Company shall or the Reference Entity, as applicable, shall, if requested by the Trustee, furnish to the Trustee an Officer’s Officers’ Certificate and Opinion of Counsel stating that in such action is permitted by the opinion terms of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfiedIndenture. Each Officer’s Officers’ Certificate and Opinion of Counsel provided for, by or on behalf of the Company or the Reference Entity in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Officers’ Certificates provided for in Section 4.09‎Section 4.08) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has been complied withaction is permitted by this Indenture. Notwithstanding anything to the contrary in this Section 17.06‎Section 17.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or Trustee, the Company or Reference Entity hereunder, the Trustee shall be entitled to, or entitled to request, such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company Trustee shall furnish be entitled to the Trustee receive: (a) an Officer’s Officers’ Certificate and Opinion of Counsel stating that that, in the opinion of the signorssigners, all conditions precedent and (including any covenants, compliance with which constitutes a condition precedent), if any, provided for in this Indenture relating to the proposed action have been satisfiedcomplied with; and (b) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent (including any covenants, compliance with which constitutes a condition precedent) have been complied with. Each Officer’s Officers’ Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Officers’ Certificates provided for in Section 4.094.08) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or action is permitted by this Indenture and as to whether all conditions precedent (including any covenants, compliance with which constitutes a condition has precedent), if any, provided for in this Indenture relating to the proposed action have been complied with; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or action is permitted by this Indenture and all such conditions precedent (including any covenants, compliance with which constitutes a condition has precedent) have been complied with. Notwithstanding anything to the contrary in this Section 17.06, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall shall, if requested by the Trustee, furnish to the Trustee an Officer’s Officers’ Certificate and Opinion of Counsel stating that in such action is permitted by the opinion terms of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfiedIndenture. Each Officer’s Officers’ Certificate and each Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Officers’ Certificates provided for in Section 4.09) shall include (ia) a statement that the Person making such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment opinion of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment opinion as to whether or not the covenants and conditions provided for in this Indenture with respect to such covenant or condition has action have been complied with; and (ivd) a statement as to whether or not, in the judgment opinion of such Person, all conditions precedent provided for in this Indenture for such covenant or condition has action have been complied compiled with. Notwithstanding anything to the contrary in this Section 17.0616.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request, such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall shall, if requested by the Trustee, furnish to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that in such action is permitted by the opinion terms of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied. Indenture.Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.09) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has action is permitted by this Indenture and that all covenants and conditions precedent in this Indenture have been complied with. Notwithstanding anything to the contrary in this Section 17.06, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall shall, if requested by the Trustee, furnish to the Trustee an Officer’s Certificate and an Opinion of Counsel stating such action is permitted by the terms of this Indenture and that in the opinion of the signors, all conditions precedent and including any covenants, if any, provided for in this Indenture relating compliance with such which constitutes a condition precedent to the proposed such action have been satisfiedcomplied with. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.094.08) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has action is permitted by this Indenture and that all conditions precedent to such action have been complied with. Notwithstanding anything to the contrary in this Section 17.0617.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request, such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. (a) Upon any request or application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee Trustee: (i) an Officer’s Officers’ Certificate and Opinion of Counsel stating that that, in the opinion of the signorssigners, all conditions precedent and covenantsprecedent, if any, provided for in this Indenture relating to the proposed action have been satisfied. Each Officer’s Certificate and complied with; and (ii) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with; provided for, by or on behalf that no Opinion of Counsel under this Section 17.06 shall be required upon the initial issuance of the Company in this Indenture and delivered to the Trustee Notes. (b) Each certificate or opinion with respect to compliance with this Indenture (other than the Officer’s Certificates a condition or covenant provided for in Section 4.09) this Indenture shall include include: (i) a statement that the Person making each person signing such certificate or opinion has read such covenant or condition; 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 statement or opinion contained in such certificate or opinion is based; ; (iii) a statement that, in the judgment opinion of each such person, he or she the person has made such examination or investigation as is necessary to enable him or her the person to express an informed judgment opinion as to whether or not such covenant or condition has been complied with; and and (iv) a statement as to whether or not, in the judgment opinion of each such Personperson, such condition or covenant or condition has been complied with. Notwithstanding anything ; provided, however, that, with respect to the contrary in this Section 17.06matters of fact, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee may rely on an Officers’ Certificate or the Company hereunder, the Trustee shall be entitled to such Opinion certificates of Counselpublic officials.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, other than in connection with the actions referred to in Section 2.05, the Company shall furnish to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel stating that in such action is permitted by the opinion terms of the signors, this Indenture and that all conditions precedent and covenants, if any, provided for thereunder in this Indenture relating to connection with the proposed taking of such action have been satisfiedcomplied with. Each Officer’s Certificate and Opinion of Counsel certificate provided for, for by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Officers’ Certificates provided for in Section 4.095.08) shall include (ia) a statement that the Person making such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has action is permitted by this Indenture and that all conditions precedent thereunder in connection with the taking of such action have been complied with; and (ivd) a statement as to whether or not, in the judgment of such Person, such covenant or condition has been complied withaction is permitted by this Indenture. Notwithstanding anything to the contrary in this Section 17.0620.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request, such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officer’s Certificate and Opinion of Counsel stating that in the opinion of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.094.08) shall include (i) a statement that the Person making such certificate has read such covenant or condition; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iii) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether or not, in the judgment of such Person, such covenant or condition has been complied with. Notwithstanding anything to the contrary in this Section 17.06, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Officer’s Certificate or Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. (a) Upon any request or application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee Trustee: (i) an Officer’s Officers’ Certificate and Opinion of Counsel stating that that, in the opinion of the signorssigners, all conditions precedent and covenantsprecedent, if any, provided for in this Indenture relating to the proposed action have been satisfied. Each Officer’s Certificate and complied with; and (ii) an Opinion of Counsel provided forstating that, in the opinion of such counsel, such action is permitted by the terms of this Indenture. (b) Each certificate or on behalf of the Company in this Indenture and delivered to the Trustee opinion with respect to compliance with this Indenture (other than the Officer’s Certificates a condition or covenant provided for in Section 4.09) this Indenture shall include include: (i) a statement that the Person making each person signing such certificate or opinion has read such covenant or condition; 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 statement or opinion contained in such certificate or opinion is based; ; (iii) a statement that, in the judgment opinion of each such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withopinion; and and (iv) a statement as to whether or not, in the judgment opinion of each such Personperson, such condition or covenant or condition has been complied withwith or such action is permitted by the terms of this Indenture, as the case may be. Notwithstanding anything to the contrary in this Section 17.06, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request, such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall shall, if requested by the Trustee, furnish to the Trustee an Officer’s Officers’ Certificate and Opinion of Counsel stating that in such action is permitted by the opinion terms of this Indenture and the signors, all conditions precedent and covenants, if any, covenants provided for in this the Indenture relating to the proposed action have been satisfiedcomplied with. Each Officer’s Officers’ Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Officers’ Certificates provided for in Section 4.094.08) shall include (ia) a statement that the Person making such certificate has read is familiar with the requested action and this Indenture, including the covenants and conditions related to such covenant or conditionaction; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has action is permitted by this Indenture and the conditions and covenants provided for in the Indenture have been complied with; and (ivd) a statement as to whether or not, in the judgment of such Person, such covenant or condition has action is permitted by this Indenture and the conditions and covenants provided for in the Indenture have been complied with. Notwithstanding anything to the contrary in this Section 17.0617.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request, such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company or the Guarantors, if any, to the Trustee or the Collateral Agent to take any action under any of the provisions of this Indenture, the Company or the Guarantor, as applicable, shall furnish to the Trustee or the Collateral Agent, as the case may be, an Officer’s Certificate and Opinion of Counsel stating that in the opinion of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed such action have been satisfied. Each Officer’s Certificate and or Opinion of Counsel Counsel, provided for, by or on behalf of the Company or the Guarantor in this Indenture and delivered to the Trustee or Collateral Agent with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.094.08) shall include (i) a statement that the Person making person signing such certificate or opinion has read such covenant or conditioncondition precedent and is familiar with the requested action and this Indenture; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate or opinion is based; (iii) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not the covenants and conditions precedent to such covenant or condition has action have been complied withsatisfied; and (iv) a statement as to whether or not, in the judgment opinion of such Personperson, such covenant or condition has covenants and conditions precedent have been complied withsatisfied. Notwithstanding anything to the contrary in this Section 17.0618.05, if any provision in this Indenture specifically provides that the Trustee or the Collateral Agent shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee Trustee, the Collateral Agent or the Company or the Guarantor hereunder, the Trustee or Collateral Agent, as the case may be, shall be entitled to such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall shall, if requested by the Trustee, furnish to the Trustee an Officer’s Officers’ Certificate and Opinion of Counsel stating that in such action is permitted by the opinion terms of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfiedIndenture. Each Officer’s Officers’ Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Officers’ Certificates provided for in Section 4.094.08) shall include (ia) a statement that the Person making such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Person, such covenant or condition has been complied withaction is permitted by this Indenture. Notwithstanding anything to the contrary in this Section 17.0617.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request, such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall shall, if requested by the Trustee, furnish to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that such action is permitted by the terms of this Indenture and that in the opinion of the signorssigners, all conditions precedent and covenantsprecedent, if any, provided for in this Indenture relating to the proposed action have been satisfiedcomplied with. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.09‎Section 4.08) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has action is permitted by this Indenture and that all conditions precedent to such action have been complied with. With respect to matters of fact, an Opinion of Counsel may rely on an Officer’s Certificate or certificates of public officials. Notwithstanding anything to the contrary in this Section 17.06‎Section 17.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request, such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company or a Guarantor to the Trustee to take any action under any of the provisions of this Indenture, the Company shall or such Guarantor shall, if requested by the Trustee, furnish to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that in such action is permitted by the opinion terms of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfiedIndenture. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company or a Guarantor in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.094.08) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has action is permitted by this Indenture and that all conditions precedent have been complied with. Notwithstanding anything to the contrary in this Section 17.0617.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that in such action is permitted by the opinion terms of the signors, this Indenture and that all conditions precedent and covenantsunder the Indenture, if any, provided for in this Indenture relating to the proposed action have been satisfiedcomplied with. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.09‎Section 4.08) and each Opinion of Counsel shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has action is permitted by this Indenture and that all conditions precedent thereto have been complied with. Notwithstanding anything to the contrary in this Section 17.06‎Section 17.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request (and refrain from acting until receipt), such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall shall, if requested by the Trustee, furnish to the Trustee an Officer’s Officers’ Certificate and Opinion of Counsel stating that in such action is permitted by the opinion terms of the signors, this Indenture and that all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied. Each Officer’s Certificate and complied with; provided, however, that such Opinion of Counsel shall not be required in connection with the initial issuance of the Notes hereunder. Each Officers’ Certificate provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Officers’ Certificates provided for in Section 4.094.08) shall include include: (ia) a statement that the Person making person signing such certificate is familiar with the requested action and this Indenture and has read such condition or covenant or conditionherein relating thereto; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such action is permitted by this Indenture and whether or not such condition or covenant or condition has been complied with; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such action is permitted by this Indenture and such condition or covenant or condition has been complied with. Notwithstanding anything to the contrary in this Section 17.0617.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request, such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee or the Collateral Agent to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee or the Collateral Agent, as the case may be, an Officer’s Certificate and Opinion of Counsel stating that in the opinion of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed such action have been satisfied. Each Officer’s Certificate and or Opinion of Counsel Counsel, provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee or Collateral Agent with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.094.08) shall include (i) a statement that the Person making person signing such certificate or opinion has read such covenant or conditioncondition precedent and is familiar with the requested action and this Indenture; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate or opinion is based; (iii) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not the covenants and conditions precedent to such covenant or condition has action have been complied withsatisfied; and (iv) a statement as to whether or not, in the judgment opinion of such Personperson, such covenant or condition has covenants and conditions precedent have been complied withsatisfied. Notwithstanding anything to the contrary in this Section 17.0618.05, if any provision in this Indenture specifically provides that the Trustee or the Collateral Agent shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee Trustee, the Collateral Agent or the Company hereunder, the Trustee or Collateral Agent, as the case may be, shall be entitled to such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that in such action is permitted by the opinion terms of the signors, this Indenture and that all conditions precedent and covenantsunder the Indenture, if any, provided for in this Indenture relating to the proposed action have been satisfiedcomplied with. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.094.10) and each Opinion of Counsel shall include (ia) a statement that the Person making person signing such certificate has read such covenant Officer’s Certificate or conditionOpinion of Counsel is familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has been complied withaction is permitted by this Indenture. Notwithstanding anything to the contrary in this Section 17.0617.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunderunder this Indenture, the Trustee shall be entitled to such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officer’s Certificate and Opinion of Counsel stating that in the opinion of the signorsxxxxxx(s), all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; provided, however, that no such Opinion of Counsel shall be delivered with respect to the authentication and delivery of the Notes on the Issue Date or the Company Order delivered in connection therewith. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.09) shall include (i) a statement that the Person making such certificate has read such covenant or condition; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iii) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether or not, in the judgment of such Person, such covenant or condition has been complied with. Notwithstanding anything to the contrary in this Section 17.06, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officer’s Certificate and and, if requested by the Trustee, an Opinion of Counsel stating that in such action is permitted by the opinion terms of the signorsthis Indenture. With respect to matters of fact, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfiedan Opinion of Counsel may rely on an Officer’s Certificate or certificates of public officials. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.09‎Section 4.08) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has action is permitted by this Indenture and that all conditions precedent thereto have been complied with. Notwithstanding anything to the contrary in this Section 17.06‎Section 17.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall shall, if requested by the Trustee, furnish to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that in such action is permitted by the opinion terms of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfiedIndenture. Each Officer’s Certificate and or Opinion of Counsel Counsel, as the case may be, provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.094.08) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has action is permitted by this Indenture and that all conditions precedent thereto have been complied with. Notwithstanding anything to the contrary in this Section 17.0617.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action (or refrain from taking any action) under any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officer’s Certificate and Opinion of Counsel stating that in such action (or inaction) is permitted by the opinion terms of the signors, this Indenture and that all relevant conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action hereunder have been satisfied; provided that no Opinion of Counsel shall be required to be delivered in connection with (x) the original issuance of Notes on the date hereof under this Indenture or (y) the mandatory exchange of the restricted Notes to an unrestricted CUSIP pursuant to the applicable procedures of the Depositary upon becoming freely tradable by non-Affiliates of the Company under Rule 144. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.094.08) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has been complied with. Notwithstanding anything to the contrary in action is permitted by this Section 17.06, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to such Opinion of CounselIndenture.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture (other than, with respect to an Opinion of Counsel, in connection with the issuance and authentication of the Notes on the date of this Indenture), the Company shall furnish to the Trustee an Officer’s Certificate and an Opinion of Counsel, stating that such action is permitted by the terms of this Indenture and that all conditions precedent to such action have been complied with. With respect to matters of fact, an Opinion of Counsel stating that in the opinion may rely on an Officer’s Certificate or certificates of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfiedpublic officials. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company or any of the Guarantors in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.094.07) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has action is permitted by this Indenture and that all conditions precedent to such action have been complied with. Notwithstanding anything to the contrary in this Section 17.06, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee (i) an Officer’s Certificate and Opinion of Counsel stating that that, in the opinion of the signorssignatories to such Officer’s Certificate, all conditions precedent and covenantsprecedent, if any, provided for in this Indenture relating to the proposed action have been satisfiedcomplied with and (ii) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with; provided that no Opinion of Counsel shall be required to be delivered in connection with the issuance of Notes dated as of the date hereof under the Indenture. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.094.08) shall include (i) a statement that the Person making person signing such certificate has read such or opinion is familiar with the relevant covenant or conditioncondition and this Indenture; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate or opinion is based; (iii) a statement that, in the judgment opinion of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether or not, in the judgment opinion of such Personperson, such covenant or condition has been complied with. Notwithstanding anything to the contrary in this Section 17.0619.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request, such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall shall, if requested by the Trustee, furnish to the Trustee an Officer’s Certificate and an Opinion of Counsel Counsel, in form and substance reasonably satisfactory to the Trustee, stating that in such action is permitted by the opinion terms of the signors, this Indenture and that all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed such action have been satisfiedcomplied with. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.094.08) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has action is permitted by this Indenture and that all conditions precedent to such action have been complied with. Notwithstanding anything to the contrary in this Section 17.06, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company or any Guarantor to the Trustee to take any action under any of the provisions of this Indenture, the Company or such Guarantors, as applicable, shall furnish to the Trustee an Officer’s Certificate and and/or Opinion of Counsel Counsel, subject to customary exceptions, in form and substance reasonably satisfactory to the Trustee, stating that in such action is permitted by the opinion terms of the signors, Indenture and that all conditions precedent and covenantsprecedent, if any, provided for in this Indenture relating to the proposed action have been satisfiedcomplied 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 Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Each Officer’s Certificate and or Opinion of Counsel provided for, by or on behalf of the Company for in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates a condition or covenant provided for in Section 4.09) this Indenture shall include (ia) a statement that the Person making person signing such certificate Officer’s Certificate or Opinion of Counsel has read such covenant or condition; , (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement statements or opinions contained in such certificate is Officer’s Certificate or Opinion of Counsel are based; , (iiic) a statement that, in the judgment opinion of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment opinion as to whether or not such covenant action is permitted by this Indenture and whether or condition has not such covenants or conditions have been complied with; with and (ivd) a statement as to whether or not, in the judgment opinion of such Personperson, such covenant action is permitted by this Indenture and that all conditions or condition has covenants precedent to such action have been complied with. Notwithstanding anything Any Officer’s Certificate of the Company or any Guarantor may be based, insofar as it relates to legal matters, upon an Opinion of Counsel, unless such officer knows that the Opinion of Counsel with respect to the contrary matters upon which his or her Officer’s Certificate may be based as aforesaid are erroneous, or in this Section 17.06the exercise of reasonable care should know that the same are erroneous. Any Opinion of Counsel may be based, if insofar as it relates to factual matters, information with respect to which is in the possession of the Company or any provision Guarantor, upon the Officer’s Certificate of the Company or such Guarantor, as applicable, unless such counsel knows that the Officer’s Certificate with respect to the matters upon which his or her Opinion of Counsel may be based as aforesaid are erroneous, or in this Indenture specifically provides the exercise of reasonable care should know that the same are erroneous. Any Officer’s Certificate or Opinion of Counsel may be based, insofar as it relates to accounting matters, upon a certificate or opinion of or representations by an accountant or firm of accountants in the employ of the Company or any Guarantor, as applicable, unless such officer or counsel, as the case may be, knows that the certificate or opinion or representations with respect to the accounting matters upon which his or her Officer’s Certificate or Opinion of Counsel may be based as aforesaid are erroneous, or in the exercise of reasonable care should know that the same are erroneous. Any certificate or opinion of any independent firm of public accountants filed with and directed to the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to contain a statement that such Opinion of Counselfirm is independent.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall shall, if requested by the Trustee, furnish to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that such action is permitted by the terms of this Indenture and, in the opinion of the signors, all covenants and conditions precedent and covenantsprecedent, if any, provided for in this Indenture relating to the proposed action have been satisfied. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.09‎Section 4.08) shall include (ia) a statement that the Person making person signing such certificate is familiar with the requested action and this Indenture and has read such covenant covenants or conditionconditions precedent; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant action is permitted by this Indenture and whether all covenants or condition has conditions precedent thereto have been complied withsatisfied; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has action is permitted by this Indenture and all covenants and conditions precedent thereto have been complied withsatisfied. Notwithstanding anything to the contrary in this Section 17.06‎Section 17.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request, such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that in such action is permitted by the opinion terms of the signors, this Indenture and that all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed such action have been satisfiedcomplied with. With respect to matters of fact, an Opinion of Counsel may rely on an Officer’s Certificate or certificates of public officials. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.094.08) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has action is permitted by this Indenture and that all conditions precedent thereto have been complied with. Notwithstanding anything to the contrary in this Section 17.0617.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officer’s Officers’ Certificate and Opinion of Counsel stating that in the opinion of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfiedcomplied with. Each Officer’s Officers’ Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Officers’ Certificates provided for in Section 4.094.08) shall include (i) a statement that the Person making such certificate has read such covenant or condition; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iii) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether or not, in the judgment of such Person, such covenant or condition has been complied with. Notwithstanding anything to the contrary in this Section 17.06, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this the Indenture, the Company shall shall, if requested by the Trustee, furnish to the Trustee an Officer’s Officers’ Certificate stating that such action is permitted by the terms of the Indenture and an Opinion of Counsel stating that in the opinion of such counsel such action is permitted by the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to terms of the proposed action have been satisfiedIndenture. Each Officer’s Officers’ Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this the Indenture and delivered to the Trustee with respect to compliance with this the Indenture (other than the Officer’s Officers’ Certificates provided for in Section 4.09) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and the Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by the Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has been complied withaction is permitted by the Indenture. Notwithstanding anything to the contrary in this Section 17.0616.05, if any provision in this the Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request, such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall shall, if requested by the Trustee, furnish to the Trustee an Officer’s Certificate and an Opinion of Counsel Counsel, each stating that in such action is permitted by the opinion terms of the signors, this Indenture and that all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed such action have been satisfiedcomplied with. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.094.08) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionopinion is familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant action is permitted by this Indenture and whether or condition has not all conditions precedent provided for in this Indenture have been complied with; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has action is permitted by this Indenture and that all conditions precedent to such action have been complied with. Notwithstanding anything to the contrary in this Section 17.0617.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request, such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall shall, if requested by the Trustee, furnish to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that such action is permitted by the terms of this Indenture and that in the opinion of the signorssigners, all conditions precedent and covenantsprecedent, if any, provided for in this Indenture relating to the proposed action have been satisfiedcomplied with. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.09‎Section 4.08) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted ​ by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has action is permitted by this Indenture and that all conditions precedent to such action have been complied with. With respect to matters of fact, an Opinion of Counsel may rely on an Officer’s Certificate or certificates of public officials. Notwithstanding anything to the contrary in this Section 17.06‎Section 17.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request, such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel stating that in the opinion of the signors, all conditions precedent and covenants(including any covenants compliance with which constitutes a condition precedent) which relate to such action, if any, provided for in this Indenture relating to the proposed action have been satisfiedcomplied with; provided that no such Opinion of Counsel shall be required in connection with the issuance of Notes on the Issue Date. Each Officer’s Officers’ Certificate and Opinion of Counsel provided for, for by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with a condition or covenant provided for in this Indenture (other than the Officer’s Officers’ Certificates provided for in Section 4.094.04) shall include (ia) a statement that the Person making such certificate certification or opinion has read such covenant or condition; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate or opinion is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied with; and (ivd) a statement as to whether or not, in the judgment of such Person, such covenant or condition has been complied with. Notwithstanding anything to the contrary in this Section 17.0616.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request, such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officer’s Certificate and Opinion of Counsel stating that in such action is permitted by the opinion terms of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfiedIndenture. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.094.08) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has action is permitted by this Indenture and that all conditions precedent thereto have been complied with. Notwithstanding anything to the contrary in this Section 17.0617.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request (and refrain from acting until it receives), such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall shall, if requested by the Trustee, furnish to the Trustee an Officer’s Certificate and stating that such action is permitted by the terms of this Indenture; provided, that no Opinion of Counsel stating that shall be required to be delivered in connection with the original issuance of Notes on the date hereof under this Indenture, provided that, the Trustee shall be entitled to receive reliance on any corporate opinion delivered to the Initial Purchasers on the original issue date of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfiedNotes. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.094.08) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has action is permitted by this Indenture and that all conditions precedent thereto have been complied with. Notwithstanding anything to the contrary in this Section 17.0617.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request (and refrain from acting until receiving), such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall shall, if requested by the Trustee, furnish to the Trustee an Officer’s Officers’ Certificate and and/or an Opinion of Counsel stating that in such action is permitted by the opinion terms of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfiedIndenture. Each Officer’s Officers’ Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Officers’ Certificates provided for in Section 4.094.08) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has action is permitted by this Indenture and whether all conditions precedent to such action have been complied with; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has action is permitted by this Indenture and that all conditions precedent thereto have been complied with. Notwithstanding anything to the contrary in this Section 17.0617.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request, such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officer’s Officers’ Certificate and Opinion of Counsel stating that in the opinion of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied. Each Officer’s Officers’ Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Officers’ Certificates provided for in Section 4.094.08) shall include (i) a statement that the Person making such certificate or opinion has read such covenant or condition; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate or opinion is based; (iii) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withsatisfied; and (iv) a statement as to whether or not, in the judgment of such Person, such covenant or condition has been complied withsatisfied. Notwithstanding anything to the contrary in this Section 17.06, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall shall, if requested by the Trustee, furnish to the Trustee an Officer’s Officers’ Certificate stating that such action is permitted by the terms of this Indenture and an Opinion of Counsel stating that in the opinion of such counsel such action is permitted by the signors, all conditions precedent and covenants, if any, provided for in terms of this Indenture relating to the proposed action have been satisfiedIndenture. Each Officer’s Officers’ Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Officers’ Certificates provided for in Section 4.09) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has been complied withaction is permitted by this Indenture. Notwithstanding anything to the contrary in this Section 17.0617.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request, such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall shall, if requested by the Trustee, furnish to the Trustee an Officer’s Certificate and Opinion of Counsel stating that in the opinion of the signors, all covenants and conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed such action have been satisfiedcomplied with and such action is permitted by the terms of this Indenture. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.09‎Section 4.08) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has action is permitted by this Indenture and covenants and conditions precedent to such action have been complied with; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has action is permitted by this Indenture and covenants and conditions precedent relating to such action have been complied with. Notwithstanding anything to the contrary in this Section 17.06, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall shall, if requested by the Trustee, furnish to the Trustee an Officer’s Officers’ Certificate and and/or an Opinion of Counsel stating that in such action is permitted by the opinion terms of the signors, this Indenture and that all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action thereto have been satisfiedcomplied with. Each Officer’s Officers’ Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Officers’ Certificates provided for in Section 4.094.08) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has action is permitted by this Indenture and all conditions precedent thereto have been complied with. Notwithstanding anything to the contrary in this Section 17.0617.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request, such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that in such action is permitted by the opinion terms of the signors, this Indenture and that all conditions precedent and covenantsunder the Indenture, if any, provided for in this Indenture relating to the proposed action have been satisfiedcomplied with. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.09) and each Opinion of Counsel shall include (ia) a statement that the Person making person signing such certificate has read such covenant Officer’s Certificate or conditionOpinion of Counsel is familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has been complied withaction is permitted by this Indenture. Notwithstanding anything to the contrary in this Section 17.0616.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunderunder this Indenture, the Trustee shall be entitled to such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall shall, if requested by the Trustee, furnish to the Trustee an Officer’s Certificate and an Opinion of Counsel Counsel, each stating that such action is permitted by the terms of this Indenture and that in the opinion of the signorscertificate or opinion provider(s), all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed such action have been satisfiedcomplied with. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.094.08) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionopinion is familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant action is permitted by this Indenture and whether or condition has not all conditions precedent provided for in this Indenture have been complied with; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has action is permitted by this Indenture and that all conditions precedent to such action have been complied with. Notwithstanding anything to the contrary in this Section 17.0617.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request, such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officer’s Certificate and an Opinion of Counsel Counsel, each stating that in such action is permitted by the opinion terms of the signors, this Indenture and that all conditions precedent and covenantsunder the Indenture, if any, provided for have been complied with; provided, that (x) no Opinion of Counsel shall be required to be delivered in connection with the issuance of Notes dated as of the date hereof under this Indenture relating to or (y) the proposed action have been satisfiedexchange of restricted Notes for unrestricted Notes with no restrictive legend and with an unrestricted CUSIP number upon expiration of applicable restrictions on transfer in accordance with Section 2.05(b). Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.094.08) shall include (i) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iii) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (iv) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has action is permitted by this Indenture and all conditions precedent have been complied with. Notwithstanding anything to the contrary in this Section 17.06, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall shall, if requested by the Trustee, furnish to the Trustee an Officer’s Certificate and an Opinion of Counsel Counsel, in form reasonably satisfactory to the Trustee, stating that in such action is permitted by the opinion terms of the signors, this Indenture and that all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed such action have been satisfiedcomplied with. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.094.08) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has action is permitted by this Indenture and that all conditions precedent to such action have been complied with. Notwithstanding anything to the contrary in this Section 17.06, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the any Company to the Trustee to take any action under any of the provisions of this Indenture, the Company Companies shall furnish to the Trustee an Officer’s Certificate and Opinion of Counsel stating that in the opinion of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company Companies in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.09) shall include (i) a statement that the Person making such certificate has read such covenant or condition; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iii) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether or not, in the judgment of such Person, such covenant or condition has been complied with. Notwithstanding anything to the contrary in this Section 17.06, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company Companies hereunder, the Trustee shall be entitled to such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall shall, if requested by the Trustee, furnish to the Trustee an Officer’s Certificate and stating that such action is permitted by the terms of this Indenture; provided, that no Opinion of Counsel stating that shall be required to be delivered in connection with the opinion initial issuance of Notes dated as of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to date hereof under the proposed action have been satisfiedIndenture. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.094.08) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has been complied withaction is permitted by this Indenture. Notwithstanding anything to the contrary in this Section 17.0617.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request, such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company or Avadel to the Trustee to take any action under any of the provisions of this Indenture, the Company shall or Avadel, as applicable, shall, if requested by the Trustee, furnish to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel stating that in such action is permitted by the opinion terms of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfiedIndenture. Each Officer’s Officers’ Certificate and Opinion of Counsel provided for, by or on behalf of the Company or Avadel in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Officers’ Certificates provided for in Section 4.09) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has been complied withaction is permitted by this Indenture. Notwithstanding anything to the contrary in this Section 17.06, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company or Avadel hereunder, the Trustee shall be entitled to, or entitled to request, such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall shall, if requested by the Trustee, furnish to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that in such action is permitted by the opinion terms of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfiedIndenture. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.094.08) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has been complied withaction is permitted by this Indenture. Notwithstanding anything to the contrary in this Section 17.0617.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in 88 connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request, such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall shall, if requested by the Trustee, furnish to the Trustee an Officer’s Certificate and an Opinion of Counsel Counsel, in form reasonably satisfactory to the Trustee, stating that in such action is permitted by the opinion terms of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfiedIndenture. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.094.08) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has action is permitted by this Indenture and that all conditions precedent to such action have been complied with. Notwithstanding anything to the contrary in this Section 17.0617.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request, such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall shall, if requested by the Trustee, furnish to the Trustee an Officer’s Certificate and Opinion of Counsel stating that in such action is permitted by the opinion terms of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfiedIndenture. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with a covenant or condition in this Indenture (other than the Officer’s Certificates provided for in Section 4.094.08) shall include (ia) a statement that the Person making signing such certificate has read is familiar with such covenant or condition; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such personPerson, he he, she or she it has made such examination or investigation as is necessary to enable him him, her or her it to express an informed judgment as to whether or not such covenant or condition has been complied with; and (ivd) a statement as to whether or not, in the judgment of such Person, such covenant or condition has been complied with. Notwithstanding anything to the contrary in this Section 17.0617.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request, such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall shall, if requested by the Trustee, furnish to the Trustee an Officer’s Certificate and Opinion of Counsel stating that such action is permitted by the terms of this Indenture; provided that no Opinion of Counsel shall be required to be delivered in connection with (x) the opinion original issuance of Notes on the date hereof under this Indenture or (y) the mandatory exchange of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating restricted Notes to an unrestricted CUSIP number pursuant to the proposed action have been satisfiedapplicable procedures of the Depositary upon becoming freely tradable by non-Affiliates of the Company under Rule 144. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.094.08) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has been complied with. Notwithstanding anything to the contrary in action is permitted by this Section 17.06, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to such Opinion of CounselIndenture.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall shall, if requested by the Trustee, furnish to the Trustee an Officer’s Officers’ Certificate and Opinion of Counsel stating that in such action is permitted by the opinion terms of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfiedIndenture. Each Officer’s Officers’ Certificate and Opinion of Counsel provided for, for by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Officers’ Certificates provided for in Section 4.094.08) shall include (ia) a statement that the Person making such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Person, such covenant action is permitted by this Indenture; provided, however, that with respect to matters of fact, an Opinion of Counsel may rely on an Officer’s Certificate or condition has been complied withcertificates of public officials. Notwithstanding anything to the contrary in this Section 17.0617.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request, such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall shall, if requested by the Trustee, furnish to the Trustee an Officer’s Certificate and Opinion of Counsel stating that in such action is permitted by the opinion terms of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfiedIndenture. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.094.08) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has action is permitted by this Indenture and that all conditions precedent to such action have been complied with. Notwithstanding anything to the contrary in this Section 17.0618.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, other than in connection with the actions referred to in Section 2.04, the Company shall shall, if requested by the Trustee, furnish to the Trustee an Officer’s Officers’ Certificate and Opinion of Counsel stating that in such action is permitted by the opinion terms of the signors, all conditions precedent and covenants, if any, this Indenture. Each Officers’ Certificate provided for in this Indenture relating to the proposed action have been satisfied. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Officers’ Certificates provided for in Section 4.095.08) shall include (ia) a statement that the Person making such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Person, such covenant or condition has been complied withaction is permitted by this Indenture. Notwithstanding anything to the contrary in this Section 17.0619.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request, such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this IndentureIndenture , the Company shall shall, if requested by the Trustee , furnish to the Trustee an OfficerOfficer ’s Certificate and Opinion of Counsel stating that in such action is permitted by the opinion terms of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied. Each OfficerOfficer ’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.094.08) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture ; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment opinion of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment opinion as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture ; and (ivd) a statement as to whether or notwhether, in the judgment opinion of such Personperson, such covenant or condition has been complied withaction is permitted by this Indenture . Notwithstanding anything to the contrary in this Section 17.0617.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request, such Opinion of CounselCounsel .

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture (other than, with respect to an Opinion of Counsel, in connection with the issuance and authentication of the Notes on the date of this Indenture), the Company shall furnish to the Trustee an Officer’s Certificate and an Opinion of Counsel, stating that such action is permitted by the terms of this Indenture and that all conditions precedent to such action have been complied with. With respect to matters of fact, an Opinion of Counsel stating that in the opinion may rely on an Officer’s Certificate or certificates of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfiedpublic officials. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.094.08) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has action is permitted by this Indenture and that all conditions precedent to such action have been complied with. Notwithstanding anything to the contrary in this Section 17.06, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to such Opinion of Counsel.