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 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 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 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 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 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 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, 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 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 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 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 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 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 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 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 or the Collateral Agent to take any action under any of the provisions of this IndentureIndenture or the other Note Documents, the Company shall furnish to the Trustee and the Collateral Agent, as applicable, 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 or the Collateral Agent with respect to compliance with this Indenture (other than the Officer’s 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 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 (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 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 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 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 IndentureIndenture (other than the initial application for authentication of Notes), 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 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 Certificate and and/or 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 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 17.06, 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, 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 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 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 to take any action under any of the provisions of this IndentureIndenture other than an Opinion of Counsel with respect to an action to be taken on the date hereof in connection with the initial issuance of the Notes, the Company shall furnish to the Trustee an Officer’s Certificate and an Opinion of Counsel (to the extent that the determination of compliance requires a legal conclusion, but not as to any determination that requires a conclusion with respect to factual matters) 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 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 with. Notwithstanding anything to the contrary in this Section 17.06, if any provision in action is permitted by this Indenture specifically provides that (but, in the Trustee shall or may receive an Opinion case 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, only to the extent that the determination of compliance requires a legal conclusion, but not as to any determination that requires a conclusion with respect to factual matters).

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 such action is permitted by the terms of this Indenture and that all covenants and conditions precedent have been complied with, subject in the opinion case of the signors, all conditions precedent and covenants, if any, provided Opinion of Counsel to customary exceptions for in opinions of this Indenture relating to the proposed action have been satisfiedtype. 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 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 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, 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 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, 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 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 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 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 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 IndentureIndenture (other than the initial application for authentication of Notes), 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 thereto 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 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 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, 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. 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 (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 or the Collateral Agent 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 Agent, 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 Agent 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 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 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 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 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 IndentureIndenture other than an Opinion of Counsel with respect to an action to be taken on the date hereof in connection with the initial issuance of the Notes, 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, 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 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 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 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 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 (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 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 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 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 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 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 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 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 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 17.06, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in In connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to such request, an Opinion of CounselCounsel at the expense of the Company.

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 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 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 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 (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 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 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 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 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, 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 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 73 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 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. 116 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 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 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 withIndenture. 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. Each Officer’s Certificate or opinion 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 5.03) shall include (a) a statement that the Person making such certificate is familiar with the requested action and this Indenture; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (c) 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 (d) a statement as to whether or not, in the judgment of such Person, such action is permitted by this Indenture.

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 all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action covenants thereto 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 all conditions precedent and covenants thereto 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, 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 this Indenture, it being understood that no Opinion of Counsel shall be provided on the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfieddate of initial issuance. 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 '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 '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 '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 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 4.09‎‎Section 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. 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, 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 (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 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 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 17.06, 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 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. 101 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 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 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 under Rule 144. 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 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 Trustee shall furnish be entitled to the Trustee receive (a) 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 the Indenture relating to the proposed action have been satisfiedcomplied with and that such action is permitted by the terms of this Indenture; 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 and that such action is permitted by the terms of this Indenture. 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 action is permitted by this Indenture and as to whether all conditions precedent (including 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 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 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; action 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 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, 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 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 17.0616.05, 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 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) 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 of), 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 Counsel, or both, 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 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 Officers’ Certificate and and/or 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 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 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 covenants and conditions in this Indenture, including definitions; (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 all conditions precedent 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 conditions precedent have been complied withsatisfied. Notwithstanding anything to the contrary in this Section 17.0618.07, 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, 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 and/or 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 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 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 covenants and conditions in this Indenture, including definitions; (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 all conditions precedent 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 conditions precedent have been complied withsatisfied. Notwithstanding anything to the contrary in this Section 17.0618.07, 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, 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 an Opinion of Counsel stating that in the opinion of the signors, all conditions precedent and covenantsprecedent, if any, provided for in this Indenture relating to the proposed action have been satisfiedsatisfied and complied with. 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 a covenant or condition provided for in 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 conditioncondition in this Indenture and the definitions in the Indenture 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 covenant or condition has been satisfied and complied with; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has been satisfied and 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 IndentureIndenture (other than an Opinion of Counsel with respect to an action to be taken on the date hereof in connection with the initial issuance of the Notes), the Company shall shall, if requested by the Trustee, furnish to the Trustee an Officer’s Certificate and an Opinion of Counsel (to the extent that the determination of compliance requires a legal conclusion, but not as to any determination that requires a conclusion with respect to factual matters) 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 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 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 Person, 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 17.06, 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 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 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 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 Officers’ Certificate and an Opinion of Counsel stating Counsel, in each case, that in complies with the opinion requirements of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfiedimmediately succeeding paragraph. 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 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 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 action is permitted by this Indenture; (d) a statement that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and (ive) 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 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 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 4.094.08) 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 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 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 stating that such action is permitted by the terms of Counsel stating this Indenture except that in the opinion case of any such application or request as to which the signors, all conditions precedent and covenants, if any, provided for in furnishing of such documents is specifically required by any provision of this Indenture relating to the proposed action have been satisfiedsuch particular application or request, no additional certificate or opinion need be furnished. 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 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 the initial authentication of Notes under 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 4.09‎Section 4.08) 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 that all conditions precedent to such action 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 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, 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 or the Guarantor to the Trustee to take any action under any of the provisions of this Indenture, the Company shall or the Guarantor, as the case may be, 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 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 4.09‎‎Section 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 Trustee, the Company or the Company Guarantor 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 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, 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 17.0617.05, 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 an Opinion of Counsel stating that in the opinion of the signors, all conditions precedent and covenantsprecedent, if any, provided for in this Indenture relating to the proposed action have been satisfied. complied with 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 a covenant or condition provided for in 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 conditioncondition in this Indenture and the definitions in the Indenture 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 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 shall 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 all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed taking of such action have been satisfiedmet. 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, the conditions precedent 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 the conditions precedent to such action have been complied withmet; 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 whether the conditions precedent to such action have been complied withmet. 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.