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. (a) Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee: (i) an Officers’ Certificate stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and (ii) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with. (b) Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: (i) a statement that each person signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statement or opinion contained in such certificate or opinion is based; (iii) a statement that, in the opinion of each such person, the person has made such examination or investigation as is necessary to enable the person to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether or not, in the opinion of each such person, such condition or covenant has been complied with; provided, however, that, with respect to matters of fact, an Opinion of Counsel may rely on an Officers’ Certificate or certificates of public officials.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. (a) Upon any request application or application demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee: (i) Trustee an Officers’ Certificate stating that, in the opinion of the signers, that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and (ii) , and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with. (b) . Each 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 a condition or covenant provided for in this Indenture shall include: include (i1) a statement that each the person signing making such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; condition; (ii2) a brief statement as to the nature and scope of the examination or investigation upon which the statement or opinion contained in such certificate or opinion is based; ; (iii3) a statement that, in the opinion of each such person, the person he has made such examination or investigation as is necessary to enable the person him to express an informed opinion as to whether or not such covenant or condition has been complied with; and and (iv4) a statement as to whether or not, in the opinion of each such person, such condition or covenant has been complied with; provided, however, that, with respect to matters of fact, an Opinion of Counsel may rely on an Officers’ Certificate or certificates of public officials.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. (a) Upon any request application or application demand by the Company to the Trustee to take any action under any of the provisions of this IndentureIndenture after the date hereof, the Company shall furnish to the Trustee: (i) Trustee an Officers’ Certificate stating that, in the opinion of the signers, that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and (ii) , and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with. (b) . Each 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 a condition or covenant provided for in this Indenture shall include: include (i1) a statement that each person signing the Person making such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; condition; (ii2) a brief statement as to the nature and scope of the examination or investigation upon which the statement or opinion contained in such certificate or opinion is based; ; (iii3) a statement that, in the opinion of each such personPerson, the person he has made such examination or investigation as is necessary to enable the person it to express an informed opinion as to whether or not such covenant or condition has been complied with; and and (iv4) a statement as to whether or not, in the opinion of each such personPerson, such condition or covenant has been complied with; provided, however, that, with respect to matters of fact, an Opinion of Counsel may rely on an Officers’ Certificate or certificates of public officials.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. (a) Upon any request application or application 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: (i) Trustee and the Collateral Agent, as applicable, an Officers’ Officer’s Certificate stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and (ii) and an Opinion of Counsel stating thatthat 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 opinion of such counsel, all such conditions precedent have been complied with. (b) Each certificate Trustee or opinion the Collateral Agent with respect to compliance with a condition or covenant this Indenture (other than the Officer’s Certificates provided for in this Indenture Section 4.14) shall include: include (ia) a statement that each the person signing such certificate or opinion has read such covenant or condition is familiar with the requested action and the definitions herein relating thereto; this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement or opinion contained in such certificate or opinion is based; ; (iiic) a statement that, in the opinion judgment of each such person, the person he or she has made such examination or investigation as is necessary to enable the person him or her to express an informed opinion judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and and (ivd) a statement as to whether or not, in the opinion judgment of each such person, such condition or covenant has all conditions precedent and covenants, if any, provided for in this Indenture related to the proposed action have been complied with; provided, however, that, with respect to matters of fact, an Opinion of Counsel may rely on an Officers’ Certificate or certificates of public officials.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. (a) Upon any request application or application 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: (i) Trustee an Officers’ Officer’s Certificate stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and (ii) and an Opinion of Counsel stating thatthat 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 opinion of such counsel, all such conditions precedent have been complied with. (b) Each certificate or opinion Trustee with respect to compliance with a condition or covenant this Indenture (other than the Officer’s Certificates provided for in this Indenture Section 4.08) shall include: include (ia) a statement that each the person signing such certificate or opinion has read such covenant or condition is familiar with the requested action and the definitions herein relating thereto; this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement or opinion contained in such certificate or opinion is based; ; (iiic) a statement that, in the opinion judgment of each such person, the person he or she has made such examination or investigation as is necessary to enable the person him or her to express an informed opinion judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and and (ivd) a statement as to whether or not, in the opinion judgment of each such person, such condition or covenant has been complied with; provided, however, that, with respect to matters of fact, an Opinion of Counsel may rely on an Officers’ Certificate or certificates of public officialsaction is permitted by this Indenture.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. (a) Upon any request application or application demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee: (i) Trustee an Officers’ Certificate and an Opinion of Counsel, stating that, in that such action is permitted by the opinion terms of the signers, this Indenture and that all conditions precedent, if any, provided for in this Indenture relating precedent to the proposed such action have been complied with; and (ii) an provided that such Opinion of Counsel stating thatshall not be required in connection with the issuance of the Notes on the original issue date of the Notes. Each Officers’ Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the opinion of such counsel, all such conditions precedent have been complied with. (b) Each certificate or opinion Trustee with respect to compliance with a condition or covenant this Indenture (other than the Officers’ Certificates provided for in this Indenture Section 4.08) shall include: include (ia) a statement that each the person signing such certificate or opinion has read such covenant or condition is familiar with the requested action and the definitions herein relating thereto; this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement or opinion contained in such certificate or opinion is based; ; (iiic) a statement that, in the opinion of each such person, the person he or she has made such examination or investigation as is necessary to enable the person him or her to express an informed opinion as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and and (ivd) a statement as to whether or not, in the opinion of each such person, such condition or covenant has action is permitted by this Indenture and all conditions precedent to such action have been complied with; provided, however, that, with respect to matters of fact, an Opinion of Counsel may rely on an Officers’ Certificate or certificates of public officials.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. (a) Upon any request application or application 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: (i) Trustee an Officers’ Certificate stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and (ii) an and Opinion of Counsel stating that, in that such action is permitted by the opinion terms of such counsel, this Indenture and that all such covenants and conditions precedent have been complied with. (b) , subject in the case of the Opinion of Counsel to customary exceptions for opinions of this type. Each certificate Officers’ Certificate and Opinion of Counsel provided for, by or opinion on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with a condition or covenant this Indenture (other than the Officers’ Certificates provided for in this Indenture Section 4.08) shall include: include (ia) a statement that each person the Person signing such certificate or opinion has read such covenant or condition is familiar with the requested action and the definitions herein relating thereto; this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement or opinion contained in such certificate or opinion is based; ; (iiic) a statement that, in the opinion judgment of each such personPerson, the person he or she has made such examination or investigation as is necessary to enable the person him or her to express an informed opinion judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and and (ivd) a statement as to whether or not, in the opinion judgment of each such personPerson, such condition or covenant has been complied with; provided, however, that, with respect to matters of fact, an Opinion of Counsel may rely on an Officers’ Certificate or certificates of public officialsaction is permitted by this Indenture.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. (a) Upon any request application or application 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: (i) Trustee an Officers’ Certificate and Opinion of Counsel stating that, in that such action is permitted by the opinion terms of the signers, this Indenture and that all conditions precedent, if any, provided for in this the Indenture relating to the proposed action have been complied with; and (ii) an . Each Officers’ Certificate and Opinion of Counsel stating thatprovided for, by or on behalf of the Company in this Indenture and delivered to the opinion of such counsel, all such conditions precedent have been complied with. (b) Each certificate or opinion Trustee with respect to compliance with a condition or covenant provided for in this Indenture shall include: include (ia) a statement that each the person signing such certificate or opinion has read such Opinion of Counsel is familiar with the relevant covenant or condition and the definitions herein relating thereto; condition; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement or opinion contained in such certificate or opinion is based; ; (iiic) a statement that, in the opinion judgment of each such person, the person he or she has made such examination or investigation as is necessary to enable the person him or her to express an informed opinion judgment as to whether or not such covenant or condition has been complied with; and and (ivd) a statement as to whether or not, in the opinion judgment of each such person, such covenant or condition or covenant has been complied with; provided, however, that, with respect to matters of fact, an Opinion of Counsel may rely on an Officers’ Certificate or certificates of public officials.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. (a) Upon any request application or application 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: (i) Trustee an Officers’ Officer’s Certificate stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and (ii) and an Opinion of Counsel stating that, in that such action is permitted by the opinion terms of such counsel, this Indenture and that all such conditions precedent thereto have been complied with. (b) . Each certificate Officer’s Certificate and Opinion of Counsel provided for, by or opinion on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with a condition or covenant this Indenture (other than the Officer’s Certificates provided for in this Indenture Section 4.08) shall include: include (ia) a statement that each the person signing such certificate or opinion has read such covenant or condition is familiar with the requested action and the definitions herein relating thereto; this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement or opinion contained in such certificate or opinion is based; ; (iiic) a statement that, in the opinion judgment of each such person, the person he or she has made such examination or investigation as is necessary to enable the person him or her to express an informed opinion judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and and (ivd) a statement as to whether or not, in the opinion judgment of each such person, such condition or covenant has action is permitted by this Indenture and that all conditions precedent thereto have been complied with; provided, however, that, with respect to matters of fact, an Opinion of Counsel may rely on an Officers’ Certificate or certificates of public officials.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. (a) Upon any application, request or application demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee: (i) Trustee an Officers’ Officer’s Certificate stating that, in the opinion of the signers, that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; with and (ii) , upon written request by the Trustee, an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent precedent, if any, have been complied with. (b) . Each certificate or opinion Officer’s Certificate and Opinion of Counsel with respect to compliance with a condition or covenant provided for in this Indenture (other than the Officer’s Certificates provided for in Section 4.08) shall include: (ia) a statement that each the person signing such certificate or opinion has read such covenant or condition conditions and the definitions herein relating thereto; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement statements or opinion opinions contained in such certificate or opinion is are based; (iiic) a statement that, in the opinion of each such person, the person he or she has made such examination or investigation as is necessary to enable the person him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and (ivd) a statement as to whether or not, in the opinion of each such person, such condition or covenant has been complied with; provided, however, that, with respect to matters of fact, an Opinion of Counsel may rely on an Officers’ Certificate or certificates of public officials.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. (a) Upon any request application or application 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: (i) Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel stating that, in the opinion of the signers, that all conditions precedent, if any, precedent provided for in this Indenture relating to the proposed such action have been complied with; and (ii) an with or satisfied. Such Opinion of Counsel stating thatshall be in form and substance reasonably satisfactory to the Trustee. Each Officer’s Certificate provided for, by or on behalf of the Company in this Indenture, and Opinion of Counsel delivered to the opinion of such counsel, all such conditions precedent have been complied with. (b) Each certificate or opinion Trustee with respect to compliance with a condition or covenant this Indenture (other than the Officer’s Certificates provided for in this Indenture Section 4.08) shall include: include (ia) a statement that each person signing the Person making such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; condition; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement statements or opinion opinions contained in such certificate or opinion is are based; ; (iiic) a statement that, in the opinion of each such personPerson, the person he or she has made such examination or investigation as is necessary to enable the person such Person to express an informed opinion as to whether or not such covenant or condition has been complied withwith or satisfied; and and (ivd) a statement as to whether or not, in the opinion of each such personPerson, such covenant or condition or covenant has been complied with; provided, however, that, with respect to matters of fact, an Opinion of Counsel may rely on an Officers’ Certificate or certificates of public officialssatisfied.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. (a) Upon any request application or application demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee: (i) Trustee an Officers’ Certificate stating that, in the opinion of the signers, that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and (ii) , and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with. (b) . Each 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 a condition or covenant provided for in this Indenture shall include: include (i) a statement that each the person signing making such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; condition; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statement or opinion contained in such certificate or opinion is based; ; (iii) a statement that, in the opinion of each such person, the person he has made such examination or investigation as is necessary to enable the person him to express an informed opinion as to whether or not such covenant or condition has been complied with; and and (iv) a statement as to whether or not, in the opinion of each such person, such condition or covenant has been complied with; provided, however, that, with respect to matters of fact, an Opinion of Counsel may rely on an Officers’ Certificate or certificates of public officials.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. (a) Upon any request application or application 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: (i) Trustee and the Collateral Agent, as applicable, an Officers’ Certificate stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and (ii) and an Opinion of Counsel stating thatthat such action is permitted by the terms of this Indenture. Each Officers’ Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the opinion of such counsel, all such conditions precedent have been complied with. (b) Each certificate Trustee or opinion the Collateral Agent with respect to compliance with a condition or covenant this Indenture (other than the Officers’ Certificates provided for in this Indenture Section 4.14) shall include: include (ia) a statement that each the person signing such certificate or opinion has read such covenant or condition is familiar with the requested action and the definitions herein relating thereto; this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement or opinion contained in such certificate or opinion is based; ; (iiic) a statement that, in the opinion judgment of each such person, the person he or she has made such examination or investigation as is necessary to enable the person him or her to express an informed opinion judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and and (ivd) a statement as to whether or not, in the opinion judgment of each such person, such condition or covenant has all conditions precedent and covenants, if any, provided for in this Indenture related to the proposed action have been complied with; provided, however, that, with respect to matters of fact, an Opinion of Counsel may rely on an Officers’ Certificate or certificates of public officials.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. (a) Upon any request application or application demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee: (i) Trustee an Officers’ Officer’s Certificate stating that, in the opinion of the signers, that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and (ii) , and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with. (b) . Each 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 a condition or covenant provided for in this Indenture shall include: include (i1) a statement that each the person signing making such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; condition; (ii2) a brief statement as to the nature and scope of the examination or investigation upon which the statement or opinion contained in such certificate or opinion is based; ; (iii3) a statement that, in the opinion of each such person, the person he has made such examination or investigation as is necessary to enable the person him to express an informed opinion as to whether or not such covenant or condition has been complied with; and and (iv4) a statement as to whether or not, in the opinion of each such person, such condition or covenant has been complied with; provided, however, that, with respect to matters of fact, an Opinion of Counsel may rely on an Officers’ Certificate or certificates of public officials.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. (a) Upon any request application or application demand by the Company to the Trustee to take any action under any of the provisions of this Sixth Supplemental Indenture, the Company shall furnish to the Trustee: (i) Trustee an Officers’ Certificate stating that, in the opinion of the signers, that all conditions precedent, if any, provided for in this Sixth Supplemental Indenture relating to the proposed action have been complied with; and (ii) , and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with. (b) . Each certificate or opinion provided for by or on behalf of the Company in this Sixth Supplemental Indenture and delivered to the Trustee with respect to compliance with a condition or covenant provided for in this Sixth Supplemental Indenture shall include: include (i) a statement that each the person signing making such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; condition; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statement or opinion contained in such certificate or opinion is based; ; (iii) a statement that, in the opinion of each such person, the person he has made such examination or investigation as is necessary to enable the person him to express an informed opinion as to whether or not such covenant or condition has been complied with; and and (iv) a statement as to whether or not, in the opinion of each such person, such condition or covenant has been complied with; provided, however, that, with respect to matters of fact, an Opinion of Counsel may rely on an Officers’ Certificate or certificates of public officials.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. (a) Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee: (i) an Officers’ Certificate stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and (ii) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with. (b) Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: (i) a statement that each person signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statement or opinion contained in such certificate or opinion is based; (iii) a statement that, in the opinion of each such person, the person has made such examination or investigation as is necessary to enable the person to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether or not, in the opinion of each such person, such condition or covenant has been complied with; provided, however, that, with respect to matters of fact, an Opinion of Counsel may rely on an Officers’ Certificate or certificates of public officials.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. (a) Upon any request application or application 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: (i) Trustee an Officers’ Certificate and an Opinion of Counsel stating that, in the opinion of the signers, that all conditions precedent, if any, precedent provided for in this Indenture relating to the proposed such action have been complied with; and (ii) an . Each Officers’ Certificate and Opinion of Counsel stating thatprovided for, by or on behalf of the Company in this Indenture and delivered to the opinion of such counsel, all such conditions precedent have been complied with. (b) Each certificate or opinion Trustee with respect to compliance with a condition or covenant this Indenture (other than the Officers’ Certificates provided for in this Indenture Section 4.08) shall include: include (id) a statement that each the person signing such certificate or opinion has read such covenant or condition is familiar with the requested action and the definitions herein relating thereto; this Indenture; (iie) a brief statement as to the nature and scope of the examination or investigation upon which the statement or opinion contained in such certificate or opinion is based; ; (iiif) a statement that, in the opinion judgment of each such person, the person he or she has made such examination or investigation as is necessary to enable the person him or her to express an informed opinion judgment as to whether or not all conditions precedent provided for in this Indenture to such covenant or condition has action have been complied with; and and (ivg) a statement as to whether or not, in the opinion judgment of each such person, all conditions precedent provided for in this Indenture to such condition or covenant has action have been complied with; provided, however, that, with respect to matters of fact, an Opinion of Counsel may rely on an Officers’ Certificate or certificates of public officials.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. (a) Upon any request application or application demand by the Company Issuer to the Trustee to take any action under any of the provisions of the Original Indenture or this Ninth Supplemental Indenture, except for the Company written demand required pursuant to Section 8.02(d) hereof, the Issuer shall furnish to the Trustee: (i) Trustee an Officers’ Certificate stating that, in the opinion of the signers, that all conditions precedent, if any, provided for in the Original Indenture or this Ninth Supplemental Indenture relating to the proposed action have been complied with; and (ii) , and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with. (b) . Each certificate or opinion provided for by or on behalf of the Issuer in the Original Indenture or this Ninth Supplemental Indenture and delivered to the Trustee with respect to compliance with a condition or covenant provided for in the Original Indenture or this Ninth Supplemental Indenture shall include: include (i) a statement that each the person signing making such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; condition; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statement or opinion contained in such certificate or opinion is based; ; (iii) a statement that, in the opinion of each such person, the person he has made such examination or investigation as is necessary to enable the person him to express an informed opinion as to whether or not such covenant or condition has been complied with; and and (iv) a statement as to whether or not, in the opinion of each such person, such condition or covenant has been complied with; provided, however, that, with respect to matters of fact, an Opinion of Counsel may rely on an Officers’ Certificate or certificates of public officials.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. (a) Upon any request application or application demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee: (i) Trustee an Officers’ Certificate stating that, in the opinion of the signers, that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and (ii) , and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with. (b) . Each 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 a condition or covenant provided for in this Indenture shall include: include (i1) a statement that each person signing the Person making such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; condition; (ii2) a brief statement as to the nature and scope of the examination or investigation upon which the statement or opinion contained in such certificate or opinion is based; ; (iii3) a statement that, in the opinion of each such personPerson, the person he has made such examination or investigation as is necessary to enable the person it to express an informed opinion as to whether or not such covenant or condition has been complied with; and and (iv4) a statement as to whether or not, in the opinion of each such personPerson, such condition or covenant has been complied with; provided, however, that, with respect to matters of fact, an Opinion of Counsel may rely on an Officers’ Certificate or certificates of public officials.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. (a) Upon any request application or application demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee: (i) Trustee an Officers’ ' Certificate stating that, in the opinion of the signers, that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and (ii) , and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with. (b) . Each 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 a condition or covenant provided for in this Indenture (other than the Officers' Certificates provided for in Section 5.08) shall include: include (i1) a statement that each person signing the Person making such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; condition; (ii2) a brief statement as to the nature and scope of the examination or investigation upon which the statement or opinion contained in such certificate or opinion is based; ; (iii3) a statement that, in the opinion of each such person, the person he or she has made such examination or investigation as is necessary to enable the person him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and and (iv4) a statement as to whether or not, in the opinion of each such personPerson, such condition or covenant has been complied with; provided, however, that, with respect to matters of fact, an Opinion of Counsel may rely on an Officers’ Certificate or certificates of public officials.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. (a) Upon any request application or application 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: (i) Trustee an Officers’ Officer’s Certificate stating thatand an Opinion of Counsel, in form satisfactory to the opinion Trustee, stating that such action is permitted by the terms of the signers, this Indenture and that all conditions precedentprecedent 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 complied with; and (ii) an . Each Officer’s Certificate and Opinion of Counsel stating thatprovided for, by or on behalf of the Company in this Indenture and delivered to the opinion of such counsel, all such conditions precedent have been complied with. (b) Each certificate or opinion Trustee with respect to compliance with a condition or covenant this Indenture (other than the Officer’s Certificates provided for in this Indenture Section 4.08) shall include: include (ia) a statement that each the person signing such certificate or opinion has read such covenant or condition is familiar with the requested action and the definitions herein relating thereto; this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement or opinion contained in such certificate or opinion is based; ; (iiic) a statement that, in the opinion judgment of each such person, the person he or she has made such examination or investigation as is necessary to enable the person him or her to express an informed opinion judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and and (ivd) a statement as to whether or not, in the opinion judgment of each such person, such condition or covenant has action is permitted by this Indenture and that all conditions precedent to such action have been complied with; provided, however, that, with respect to matters of fact, an Opinion of Counsel may rely on an Officers’ Certificate or certificates of public officials.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. (a) Upon any request application or application 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: (i) Trustee an Officers’ Certificate and an Opinion of Counsel stating that, in the opinion of the signers, that all conditions precedent, if any, precedent provided for in this Indenture relating to the proposed such action have been complied with; and (ii) an . Each Officers’ Certificate and Opinion of Counsel stating thatprovided for, by or on behalf of the Company in this Indenture and delivered to the opinion of such counsel, all such conditions precedent have been complied with. (b) Each certificate or opinion Trustee with respect to compliance with a condition or covenant this Indenture (other than the Officers’ Certificates provided for in this Indenture Section 4.08) shall include: include (ia) a statement that each the person signing such certificate or opinion has read such covenant or condition is familiar with the requested action and the definitions herein relating thereto; this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement or opinion contained in such certificate or opinion is based; ; (iiic) a statement that, in the opinion judgment of each such person, the person he or she has made such examination or investigation as is necessary to enable the person him or her to express an informed opinion judgment as to whether or not all conditions precedent provided for in this Indenture to such covenant or condition has action have been complied with; and and (ivd) a statement as to whether or not, in the opinion judgment of each such person, all conditions precedent provided for in this Indenture to such condition or covenant has action have been complied with; provided, however, that, with respect to matters of fact, an Opinion of Counsel may rely on an Officers’ Certificate or certificates of public officials.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. (a) Upon any request application or application demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee: (i) Trustee an Officers’ ' Certificate stating that, in the opinion of the signers, that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and (ii) , and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with. (b) . Each 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 a condition or covenant provided for in this Indenture shall include: include (i1) a statement that each person signing the Person making such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; condition; (ii2) a brief statement as to the nature and scope of the examination or investigation upon which the statement or opinion contained in such certificate or opinion is based; ; (iii3) a statement that, in the opinion of each such personPerson, the person he has made such examination or investigation as is necessary to enable the person it to express an informed opinion as to whether or not such covenant or condition has been complied with; and and (iv4) a statement as to whether or not, in the opinion of each such personPerson, such condition or covenant has been complied with; provided, however, that, with respect to matters of fact, an Opinion of Counsel may rely on an Officers’ Certificate or certificates of public officials.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. (a) Upon any request application or application demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee: (i) Trustee an Officers’ Certificate and an Opinion of Counsel stating that, in that such action is permitted by the opinion terms of the signers, this Indenture and that all conditions precedent, if any, provided for precedent thereunder in this Indenture relating to connection with the proposed taking of such action have been complied with; and (ii) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with. (b) . Each certificate provided for by or opinion on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with a condition or covenant this Indenture (other than the Officers’ Certificates provided for in this Indenture Section 5.08) shall include: include (ia) a statement that each person signing the Person making such certificate or opinion has read such covenant or condition is familiar with the requested action and the definitions herein relating thereto; this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement or opinion contained in such certificate or opinion is based; ; (iiic) a statement that, in the opinion judgment of each such person, the person he or she has made such examination or investigation as is necessary to enable the person him or her to express an informed opinion 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 and (ivd) a statement as to whether or not, in the opinion judgment of each such personPerson, such condition or covenant has been complied with; provided, however, that, with respect to matters of fact, an Opinion of Counsel may rely on an Officers’ Certificate or certificates of public officialsaction is permitted by this Indenture.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. (a) Upon any request or application by the Company Issuer to the Trustee to take any action under this Indenture, the Company Issuer shall furnish to the Trustee: (i) an Officers’ Officer’s Certificate in form and substance reasonably satisfactory to the Trustee (which must include the statements set forth in Section 17.05(b)) stating that, in the opinion of the signers, all conditions precedentprecedent and covenants, if any, provided for in this Indenture relating to the proposed action have been complied withsatisfied; and (ii) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which must include the statements set forth in Section 17.05(b)) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been complied withsatisfied. (b) Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall must include: (i) a statement that each person signing the Person making such certificate or opinion has read such covenant or condition and the definitions herein relating theretocondition; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statement statements or opinion opinions contained in such certificate or opinion is are based; (iii) a statement that, in the opinion of each such personPerson, the person he or she has made such examination or investigation as is necessary to enable the person him or her to express an informed opinion as to whether or not such covenant or condition has been complied withsatisfied; and (iv) a statement as to whether or not, in the opinion of each such personPerson, such condition or covenant has been complied with; provided, however, that, with respect to matters of fact, an Opinion of Counsel may rely on an Officers’ Certificate or certificates of public officialssatisfied.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. (a) Upon any request application or application demand by the Company Issuer to the Trustee to take any action under any of the provisions of the Original Indenture or this Seventh Supplemental Indenture, except for the Company written demand required pursuant to Section 8.02(d) hereof, the Issuer shall furnish to the Trustee: (i) Trustee an Officers’ Certificate stating that, in the opinion of the signers, that all conditions precedent, if any, provided for in the Original Indenture or this Seventh Supplemental Indenture relating to the proposed action have been complied with; and (ii) , and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with. (b) . Each certificate or opinion provided for by or on behalf of the Issuer in the Original Indenture or this Seventh Supplemental Indenture and delivered to the Trustee with respect to compliance with a condition or covenant provided for in the Original Indenture or this Seventh Supplemental Indenture shall include: include (i) a statement that each the person signing making such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; condition; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statement or opinion contained in such certificate or opinion is based; ; (iii) a statement that, in the opinion of each such person, the person he has made such examination or investigation as is necessary to enable the person him to express an informed opinion as to whether or not such covenant or condition has been complied with; and and (iv) a statement as to whether or not, in the opinion of each such person, such condition or covenant has been complied with; provided, however, that, with respect to matters of fact, an Opinion of Counsel may rely on an Officers’ Certificate or certificates of public officials.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. (a) Upon any request or application by the Company to the Trustee to take any action under this Indenture (other than with respect to the authentication and delivery of the initial issuance of Notes under this Indenture), the Company shall furnish to the Trustee: (i) an Officers’ Officer’s Certificate stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and (ii) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with. (b) Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: (i) a statement that each person signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statement or opinion contained in such certificate or opinion is based; (iii) a statement that, in the opinion of each such person, the person has made such examination or investigation as is necessary to enable the person to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether or not, in the opinion of each such person, such condition or covenant has been complied with; provided, however, that, with respect to matters of fact, an Opinion of Counsel may rely on an Officers’ Officer’s Certificate or certificates of public officials.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. (a) Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee: (i) an Officers’ Officer’s Certificate in form and substance reasonably satisfactory to the Trustee (which must include the statements set forth in Section 17.05(b)) stating that, in the opinion of the signers, all conditions precedentprecedent and covenants, if any, provided for in this Indenture relating to the proposed action have been complied withsatisfied; and (ii) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which must include the statements set forth in Section 17.05(b)) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been complied withsatisfied. (b) Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall must include: (i) a statement that each person signing the Person making such certificate or opinion has read such covenant or condition and the definitions herein relating theretocondition; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statement statements or opinion opinions contained in such certificate or opinion is are based; (iii) a statement that, in the opinion of each such personPerson, the person he or she has made such examination or investigation as is necessary to enable the person him or her to express an informed opinion as to whether or not such covenant or condition has been complied withsatisfied; and (iv) a statement as to whether or not, in the opinion of each such personPerson, such condition or covenant has been complied with; provided, however, that, with respect to matters of fact, an Opinion of Counsel may rely on an Officers’ Certificate or certificates of public officialssatisfied.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. (a) Upon any request application or application 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: (i) Trustee an Officers’ Officer’s Certificate stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and (ii) and an Opinion of Counsel stating thatthat 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 opinion of such counsel, all such conditions precedent have been complied with. (b) Each certificate or opinion Trustee with respect to compliance with a condition or covenant this Indenture (other than the Officer’s Certificates provided for in this Indenture ‎Section 4.08) shall include: include (ia) a statement that each the person signing such certificate or opinion has read such covenant or condition is familiar with the requested action and the definitions herein relating thereto; this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement or opinion contained in such certificate or opinion is based; ; (iiic) a statement that, in the opinion judgment of each such person, the person he or she has made such examination or investigation as is necessary to enable the person him or her to express an informed opinion judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and and (ivd) a statement as to whether or not, in the opinion judgment of each such person, such condition or covenant has been complied with; provided, however, that, with respect to matters of fact, an Opinion of Counsel may rely on an Officers’ Certificate or certificates of public officialsaction is permitted by this Indenture.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. (a) Upon any request application or application demand by the Company to the Trustee to take any action under any of the provisions of this Seventh Supplemental Indenture, the Company shall furnish to the Trustee: (i) Trustee an Officers’ Certificate stating that, in the opinion of the signers, that all conditions precedent, if any, provided for in this Seventh Supplemental Indenture relating to the proposed action have been complied with; and (ii) , and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with. (b) . Each certificate or opinion provided for by or on behalf of the Company in this Seventh Supplemental Indenture and delivered to the Trustee with respect to compliance with a condition or covenant provided for in this Seventh Supplemental Indenture shall include: include (i) a statement that each the person signing making such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; condition; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statement or opinion contained in such certificate or opinion is based; ; (iii) a statement that, in the opinion of each such person, the person he has made such examination or investigation as is necessary to enable the person him to express an informed opinion as to whether or not such covenant or condition has been complied with; and and (iv) a statement as to whether or not, in the opinion of each such person, such condition or covenant has been complied with; provided, however, that, with respect to matters of fact, an Opinion of Counsel may rely on an Officers’ Certificate or certificates of public officials.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. (a) Upon any request application or application demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee: (i) Trustee an Officers’ ' Certificate stating that, in the opinion of the signers, that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and (ii) , and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with. (b) . Each 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 a condition or covenant provided for in this Indenture shall include: include (i1) a statement that each the person signing making such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; condition; (ii2) a brief statement as to the nature and scope of the examination or investigation upon which the statement or opinion contained in such certificate or opinion is based; ; (iii3) a statement that, in the opinion of each such person, the person he has made such examination or investigation as is necessary to enable the person him to express an informed opinion as to whether or not such covenant or condition has been complied with; and and (iv4) a statement as to whether or not, in the opinion of each such person, such condition or covenant has been complied with; provided, however, that, with respect to matters of fact, an Opinion of Counsel may rely on an Officers’ Certificate or certificates of public officials.