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, if requested by the Trustee, furnish to the Trustee an Officers’ Certificate and Opinion of Counsel stating that such action is permitted by the terms of this Indenture and that all conditions precedent provided for in this Indenture relating to the proposed action have been complied with; provided, however, that such Opinion of Counsel shall not be required in connection with the initial issuance of the Notes hereunder. Each Officers’ Certificate provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officers’ Certificates provided for in Section 4.08) shall include: (a) a statement that the person signing such certificate is familiar with the requested action and this Indenture and has read such condition or covenant herein relating thereto; (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 whether or not such condition or covenant has been complied with; and (d) a statement as to whether or not, in the judgment of such person, such action is permitted by this Indenture and such condition or covenant has been complied with. Notwithstanding anything to the contrary in this Section 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, if requested by the Trustee, shall furnish to the Trustee an Officers’ 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 provided for in this Indenture relating to the proposed such action have been complied with; provided. With respect to matters of fact, however, that such an Opinion of Counsel shall not be required in connection with the initial issuance may rely on an Officer’s Certificate or certificates of the Notes hereunderpublic officials. Each Officers’ 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 Officers’ Officer’s Certificates provided for in Section 4.08) shall include: include (a) a statement that the person signing such certificate is familiar with the requested action and this Indenture and has read such condition or covenant herein relating theretoIndenture; (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 whether or not such condition or covenant has been complied withIndenture; and (d) a statement as to whether or not, in the judgment of such person, such action is permitted by this Indenture and such condition or covenant has that all conditions precedent thereto have been complied with. Notwithstanding anything to the contrary in this Section 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, if requested by the Trustee, shall furnish to the Trustee (i) an Officers’ Officer’s Certificate and Opinion stating that, in the opinion of Counsel stating that the signatories to such action is permitted by the terms of this Indenture and that Officer’s Certificate, all conditions precedent 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; provided, however, provided that such no Opinion of Counsel shall not be required to be delivered in connection with the initial issuance of Notes dated as of the Notes hereunderdate hereof under the Indenture. Each Officers’ 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 Officers’ Officer’s Certificates provided for in Section 4.08) shall include: include (ai) a statement that the person signing such certificate or opinion is familiar with the requested action relevant covenant or condition and this Indenture and has read such condition or covenant herein relating theretoIndenture; (bii) 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; (ciii) a statement that, in the judgment opinion of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such action is permitted by this Indenture and whether covenant or not such condition or covenant has been complied with; and (div) a statement as to whether or not, in the judgment opinion of such person, such action is permitted by this Indenture and such covenant or condition or covenant has been complied with. Notwithstanding anything to the contrary in this Section 17.0519.05, 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, if requested by the Trustee, furnish to the Trustee an Officers’ Certificate and Opinion of Counsel stating that such action is permitted by the terms of this Indenture and that all the conditions precedent and covenants provided for in this the Indenture relating to the proposed action have been complied with; provided, however, that such Opinion of Counsel shall not be required in connection with the initial issuance of the Notes hereunder. Each Officers’ Certificate provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officers’ Certificates provided for in Section 4.08) shall include: include (a) a statement that the person signing Person making such certificate is familiar with the requested action and this Indenture Indenture, including the covenants and has read conditions related to such condition or covenant herein relating theretoaction; (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 whether or not such condition or covenant has the conditions and covenants provided for in the Indenture have been complied with; and (d) a statement as to whether or not, in the judgment of such personPerson, such action is permitted by this Indenture and such condition or covenant has the conditions and covenants provided for in the Indenture have been complied with. Notwithstanding anything to the contrary in this Section 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 or the Collateral Agent to take any action under any of the provisions of this Indenture, the Company shall, if requested by the Trustee, shall furnish to the Trustee or the Collateral Agent, as the case may be, an Officers’ Officer’s Certificate and Opinion of Counsel stating that such action is permitted by the terms of this Indenture and that all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed such action have been complied with; provided, however, that such satisfied. Each Officer’s Certificate or Opinion of Counsel shall not be required in connection with the initial issuance of the Notes hereunder. Each Officers’ Certificate Counsel, provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee or Collateral Agent with respect to compliance with this Indenture (other than the Officers’ Officer’s Certificates provided for in Section 4.08) shall include: include (ai) a statement that the person signing such certificate or opinion has read such covenant or condition precedent and is familiar with the requested action and this Indenture and has read such condition or covenant herein relating theretoIndenture; (bii) 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; (ciii) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not the covenants and conditions precedent to such action is permitted by this Indenture and whether or not such condition or covenant has have been complied withsatisfied; and (div) a statement as to whether or not, in the judgment opinion of such person, such action is permitted by this Indenture covenants and such condition or covenant has conditions precedent have been complied withsatisfied. Notwithstanding anything to the contrary in this Section 17.0518.05, if any provision in this Indenture specifically provides that the Trustee or the Collateral Agent shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee Trustee, the Collateral Agent or the Company hereunder, the Trustee or Collateral Agent, as the case may be, shall be entitled to, 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, if requested by the Trustee, furnish to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel stating that such action is permitted by the terms of this Indenture and, in the opinion of the signors, all covenants and that all conditions precedent provided for in this Indenture precedent, if any, relating to the proposed action have been complied with; provided, however, that such satisfied. Each Officer’s Certificate and Opinion of Counsel shall not be required in connection with the initial issuance of the Notes hereunder. Each Officers’ Certificate provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officers’ Officer’s Certificates provided for in Section ‎Section 4.08) shall include: include (a) a statement that the person signing such certificate is familiar with the requested action and this Indenture and has read such condition covenants or covenant herein relating theretoconditions precedent; (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 whether all covenants or not such condition or covenant has conditions precedent thereto have been complied withsatisfied; and (d) a statement as to whether or not, in the judgment of such person, such action is permitted by this Indenture and such condition or covenant has all covenants and conditions precedent thereto have been complied withsatisfied. Notwithstanding anything to the contrary in this Section ‎Section 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, if requested by the Trustee, furnish to the Trustee an Officers’ 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 provided for in this Indenture relating including any covenants, compliance with such which constitutes a condition precedent to the proposed such action have been complied with; provided, however, that such . Each Officer’s Certificate and Opinion of Counsel shall not be required in connection with the initial issuance of the Notes hereunder. Each Officers’ Certificate provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officers’ Officer’s Certificates provided for in Section 4.08) shall include: include (a) a statement that the person signing such certificate is familiar with the requested action and this Indenture and has read such condition or covenant herein relating theretoIndenture; (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 whether or not such condition or covenant has been complied withIndenture; and (d) a statement as to whether or not, in the judgment of such person, such action is permitted by this Indenture and that all conditions precedent to such condition or covenant has action have been complied with. Notwithstanding anything to the contrary in this Section 17.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request, such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company or any Guarantor to the Trustee to take any action under any of the provisions of this Indenture, the Company shallor such Guarantors, if requested by the Trusteeas applicable, shall furnish to the Trustee an Officers’ Officer’s Certificate and and/or Opinion of Counsel Counsel, subject to customary exceptions, in form and substance reasonably satisfactory to the Trustee, stating that such action is permitted by the terms of this the Indenture and that all conditions precedent precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; provided, howeverexcept that, that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Each Officer’s Certificate or Opinion of Counsel shall not be required in connection with the initial issuance of the Notes hereunder. Each Officers’ Certificate provided for, by or on behalf of the Company for in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officers’ Certificates a condition or covenant provided for in Section 4.08) this Indenture shall include: include (a) a statement that the person signing such certificate is familiar with the requested action and this Indenture and Officer’s Certificate or Opinion of Counsel has read such condition covenant or covenant herein relating thereto; condition, (b) a brief statement as to the nature and scope of the examination or investigation upon which the statement statements or opinions contained 117 in such certificate is Officer’s Certificate or Opinion of Counsel are based; , (c) 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 action is permitted by this Indenture and whether or not such condition covenants or covenant has conditions have been complied with; with and (d) a statement as to whether or not, in the judgment opinion of such person, such action is permitted by this Indenture and that all conditions or covenants precedent to such condition or covenant has action have been complied with. Notwithstanding anything Any Officer’s Certificate of the Company or any Guarantor may be based, insofar as it relates to legal matters, upon an Opinion of Counsel, unless such officer knows that the Opinion of Counsel with respect to the contrary matters upon which his or her Officer’s Certificate may be based as aforesaid are erroneous, or in this Section 17.05the exercise of reasonable care should know that the same are erroneous. Any Opinion of Counsel may be based, if insofar as it relates to factual matters, information with respect to which is in the possession of the Company or any provision Guarantor, upon the Officer’s Certificate of the Company or such Guarantor, as applicable, unless such counsel knows that the Officer’s Certificate with respect to the matters upon which his or her Opinion of Counsel may be based as aforesaid are erroneous, or in this Indenture specifically provides the exercise of reasonable care should know that the same are erroneous. Any Officer’s Certificate or Opinion of Counsel may be based, insofar as it relates to accounting matters, upon a certificate or opinion of or representations by an accountant or firm of accountants in the employ of the Company or any Guarantor, as applicable, unless such officer or counsel, as the case may be, knows that the certificate or opinion or representations with respect to the accounting matters upon which his or her Officer’s Certificate or Opinion of Counsel may be based as aforesaid are erroneous, or in the exercise of reasonable care should know that the same are erroneous. Any certificate or opinion of any independent firm of public accountants filed with and directed to the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request, contain a statement that such Opinion of Counselfirm is independent.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee or the Notes Collateral Agent to take any action under any of the provisions of this Indenture, the Company shall, if requested by the Trustee, shall furnish to the Trustee and the Notes Collateral Agent an Officers’ 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 provided for in this Indenture relating to the proposed action have been complied withIndenture; provided, however, that such no Opinion of Counsel shall not be required in connection with a request by the initial issuance of Company that the Notes hereunderTrustee deliver a notice to Holders under this Indenture where the Trustee receives an Officer’s Certificate with respect to such notice. Each Officers’ Officer’s Certificate provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee or the Notes Collateral Agent with respect to compliance with this Indenture (other than the Officers’ Officer’s Certificates provided for in Section 4.08) shall include: include (a) a statement that the person signing such certificate is familiar with the requested action and this Indenture and has read such condition or covenant herein relating theretoIndenture; (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 whether or not such condition or covenant has been complied withIndenture; and (d) a statement as to whether or not, in the judgment of such person, such action is permitted by this Indenture; and (e) a statement as to whether or not, in the judgment of such person, all conditions precedent and covenants, if any, provided for in this Indenture and such condition or covenant has related to the proposed action have been complied with. Notwithstanding anything to the contrary in this Section 17.05, if any provision in this Indenture specifically provides that the Trustee or Notes Collateral Agent shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or Notes Collateral Agent or the Company hereunder, the Trustee or Notes Collateral Agent shall be entitled to, or entitled to request, receive 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, if requested by the Trustee, furnish to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel stating that such action is permitted by the terms of this Indenture and, in the opinion of the signors, all covenants and that all conditions precedent provided for in this Indenture precedent, if any, relating to the proposed action have been complied with; provided, however, that such satisfied. Each Officer’s Certificate and Opinion of Counsel shall not be required in connection with the initial issuance of the Notes hereunder. Each Officers’ Certificate provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officers’ Officer’s Certificates provided for in Section 4.08) shall include: include (a) a statement that the person signing such certificate is familiar with the requested action and this Indenture and has read such condition covenants or covenant herein relating theretoconditions precedent; (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 whether all covenants or not such condition or covenant has conditions precedent thereto have been complied withsatisfied; and (d) a statement as to whether or not, in the judgment of such person, such action is permitted by this Indenture and such condition or covenant has all covenants and conditions precedent thereto have been complied withsatisfied. Notwithstanding anything to the contrary in this Section 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, if requested by the Trustee, shall furnish to the Trustee an Officers’ Officer’s Certificate and Opinion of Counsel stating that such action is permitted by in the terms opinion of this Indenture and that the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been complied with; provided, however, that such satisfied. 91 Each Officer’s Certificate and Opinion of Counsel shall not be required in connection with the initial issuance of the Notes hereunder. Each Officers’ Certificate provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officers’ Officer’s Certificates provided for in Section 4.08) shall include: include (ai) a statement that the person signing Person making such certificate is familiar with the requested action and this the Indenture and has read such condition covenant or covenant herein relating theretocondition; (bii) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (ciii) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such action is permitted by this Indenture and whether covenant or not such condition or covenant has been complied with; and (div) a statement as to whether or not, in the judgment of such personPerson, such action is permitted by this Indenture and such that all covenants or condition or covenant has been complied with. Notwithstanding anything to the contrary in this Section 17.0517.06, 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, if requested by the Trustee, furnish to the Trustee an Officers’ Certificate and Opinion of Counsel stating that such action is permitted by the terms of this Indenture and that all conditions precedent provided for in this Indenture relating to the proposed action have been complied with; provided, however, that such Opinion of Counsel shall not be required in connection with the initial issuance of the Notes hereunderIndenture. 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 Officers’ Certificates provided for in Section 4.08) shall include: include (a) a statement that the person signing Person making such certificate is familiar with the requested action and this Indenture and has read such condition or covenant herein relating theretoIndenture; (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 whether or not such condition or covenant has been complied withIndenture; and (d) a statement as to whether or not, in the judgment of such personPerson, such action is permitted by this Indenture and such condition or covenant has been complied withIndenture. Notwithstanding anything to the contrary in this Section 17.0518.05, 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. An Officers’ Certificate delivered to the Trustee under this Section 18.05 shall be deemed sufficient to satisfy this provision for purposes of authenticating Notes on the date hereof; provided, however, that in no event shall the foregoing derogate the Trustee’s entitlement to an Opinion of Counsel at any other time under 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, if requested by the Trustee, furnish to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel Counsel, in form reasonably satisfactory to the Trustee, stating that such action is permitted by the terms of this Indenture and that all conditions precedent provided for in this Indenture relating to the proposed such action have been complied with; provided, however, that such . Each Officer’s Certificate and Opinion of Counsel shall not be required in connection with the initial issuance of the Notes hereunder. Each Officers’ Certificate provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officers’ Officer’s Certificates provided for in Section 4.08) shall include: include (a) a statement that the person signing such certificate is familiar with the requested action and this Indenture and has read such condition or covenant herein relating theretoIndenture; (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 whether or not such condition or covenant has been complied withIndenture; and (d) a statement as to whether or not, in the judgment of such person, such action is permitted by this Indenture and all conditions precedent to such condition or covenant has action have been complied with. Notwithstanding anything to the contrary in this Section 17.0517.06, 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, if requested by the Trustee, furnish to the Trustee an Officers’ Certificate and Opinion of Counsel stating that such action is permitted by the terms of this Indenture and and, if requested, an Opinion of Counsel stating (in addition to the matters described in the immediately succeeding paragraph) that in the opinion of such counsel all conditions precedent provided for in this Indenture relating to the proposed such action have been complied with; provided, howeverexcept that in the case of any such application or demand as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or demand, that such Opinion of Counsel shall not no additional certificate or opinion need be required in connection with the initial issuance of the Notes hereunderfurnished. Each Officers’ Certificate 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 Officers’ Certificates provided for in Section 4.08) shall include: include (a) a statement that the person signing making such certificate is familiar with the requested action and this Indenture and has read such condition or covenant herein relating theretoIndenture; (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 whether or not such condition or covenant has been complied withIndenture; and (d) a statement as to whether or not, in the judgment of such person, such action is permitted by this Indenture and such condition or covenant has been complied withIndenture. Notwithstanding anything to the contrary in this Section 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, if requested by the Trustee, shall furnish to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel stating that such action is permitted ‌ ​ by the terms of this Indenture and, in the opinion of the signors, all covenants and that all conditions precedent provided for in this Indenture precedent, if any, relating to the proposed action have been complied with; provided, however, that such satisfied. Each Officer’s Certificate and Opinion of Counsel shall not be required in connection with the initial issuance of the Notes hereunder. Each Officers’ Certificate provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officers’ Officer’s Certificates provided for in Section ‎Section 4.08) shall include: include (a) a statement that the person signing such certificate is familiar with the requested action and this Indenture and has read such condition covenants or covenant herein relating theretoconditions precedent; (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 whether all covenants or not such condition or covenant has conditions precedent thereto have been complied withsatisfied; and (d) a statement as to whether or not, in the judgment of such person, such action is permitted by this Indenture and such condition or covenant has all covenants and conditions precedent thereto have been complied withsatisfied. Notwithstanding anything to the contrary in this Section ‎Section 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, if requested by the Trustee, shall furnish to the Trustee an Officers’ Certificate and Opinion of Counsel stating that such action is permitted by the terms of this Indenture and that all conditions precedent precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; provided, however, that such and an Opinion of Counsel shall not be required stating that, in connection with the initial issuance opinion of the Notes hereundersuch counsel, all such conditions precedent have been complied with. Each Officers’ Certificate certificate or opinion 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 Officers’ Certificates provided for in Section 4.085.08) shall include: include (a) a statement that the person signing Person making such certificate is familiar with the requested action and this Indenture and or opinion has read such condition covenant or covenant herein relating theretocondition; (b) 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; (c) 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 action is permitted by this Indenture and whether covenant or not such condition or covenant has been complied with; and (d) a statement as to whether or not, in the judgment opinion of such personPerson, such action is permitted by this Indenture and such condition or covenant has been complied with. Notwithstanding anything to the contrary in this Section 17.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request, such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company or any Guarantor to the Trustee to take any action under any of the provisions of this Indenture, the Company shallor such Guarantors, if requested by the Trusteeas applicable, shall furnish to the Trustee an Officers’ Officer’s Certificate and and/or Opinion of Counsel Counsel, subject to customary exceptions, in form and substance reasonably satisfactory to the Trustee, stating that such action is permitted by the terms of this the Indenture and that all conditions precedent precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; provided, howeverexcept that, that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Each Officer’s Certificate or Opinion of Counsel shall not be required in connection with the initial issuance of the Notes hereunder. Each Officers’ Certificate provided for, by or on behalf of the Company for in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officers’ Certificates a condition or covenant provided for in Section 4.08) this Indenture shall include: include (a) a statement that the person signing such certificate is familiar with the requested action and this Indenture and Officer’s Certificate or Opinion of Counsel has read such condition covenant or covenant herein relating thereto; condition, (b) a brief statement as to the nature and scope of the examination or investigation upon which the statement statements or opinions contained in such certificate is Officer’s Certificate or Opinion of Counsel are based; , (c) 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 action is permitted by this Indenture and whether or not such condition covenants or covenant has conditions have been complied with; with and (d) a statement as to whether or not, in the judgment opinion of such person, such action is permitted by this Indenture and that all conditions or covenants precedent to such condition or covenant has action have been complied with. Notwithstanding anything Any Officer’s Certificate of the Company or any Guarantor may be based, insofar as it relates to legal matters, upon an Opinion of Counsel, unless such officer knows that the Opinion of Counsel with respect to the contrary matters upon which his or her Officer’s Certificate may be based as aforesaid are erroneous, or in this Section 17.05the exercise of reasonable care should know that the same are erroneous. Any Opinion of Counsel may be based, if insofar as it relates to factual matters, information with respect to which is in the possession of the Company or any provision Guarantor, upon the Officer’s Certificate of the Company or such Guarantor, as applicable, unless such counsel knows that the Officer’s Certificate with respect to the matters upon which his or her Opinion of Counsel may be based as aforesaid are erroneous, or in this Indenture specifically provides the exercise of reasonable care should know that the same are erroneous. Any Officer’s Certificate or Opinion of Counsel may be based, insofar as it relates to accounting matters, upon a certificate or opinion of or representations by an accountant or firm of accountants in the employ of the Company or any Guarantor, as applicable, unless such officer or counsel, as the case may be, knows that the certificate or opinion or representations with respect to the accounting matters upon which his or her Officer’s Certificate or Opinion of Counsel may be based as aforesaid are erroneous, or in the exercise of reasonable care should know that the same are erroneous. Any certificate or opinion of any independent firm of public accountants filed with and directed to the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request, contain a statement that such Opinion of Counselfirm is independent.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall, if requested by the Trustee, shall furnish to the Trustee an Officers’ Certificate and an Opinion of Counsel stating that such action is permitted by the terms of this Indenture and that all conditions precedent (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 complied with; provided, however, provided that no such Opinion of Counsel shall not be required in connection with the initial issuance of Notes on the Notes hereunderIssue Date. Each 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 Officers’ Certificates provided for in Section 4.084.04) shall include: include (a) a statement that the person signing Person making such certificate is familiar with the requested action and this Indenture and certification or opinion has read such condition covenant or covenant herein relating theretocondition; (b) 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; (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 whether covenant or not such condition or covenant has been complied with; and (d) a statement as to whether or not, in the judgment of such personPerson, such action is permitted by this Indenture and such covenant or condition or covenant has been complied with. Notwithstanding anything to the contrary in this Section 17.0516.05, 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, if requested by the Trustee, furnish to the Trustee an Officers’ Certificate and Opinion of Counsel (except that no Opinion of Counsel shall be required in connection with the initial issuance) stating that such action is permitted by the terms of this Indenture and that all conditions precedent provided for in this Indenture relating to the proposed action have been complied with; provided, however, that such Opinion of Counsel shall not be required in connection with the initial issuance of the Notes hereunderIndenture. Each 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 Officers’ Certificates provided for in Section 4.084.09) shall include: include (a) a statement that the person signing Person making such certificate is familiar with the requested action and this Indenture and has read such condition or covenant herein relating theretoIndenture; (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 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 action is permitted by this Indenture and whether or not such condition or covenant has have been complied with; and (d) a statement as to whether or not, in the judgment opinion of such personPerson, all conditions precedent provided for in this Indenture for such action is permitted by this Indenture and such condition or covenant has have been complied compiled with. Notwithstanding anything to the contrary in this Section 17.0516.05, 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, if requested by the Trustee, furnish to the Trustee (i) an Officers’ Officer’s Certificate and Opinion to the effect that, in the opinion of Counsel stating that such action is permitted by the terms of this Indenture and that signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been complied withsatisfied; provided, however, that such and (ii) an Opinion of Counsel shall not be required to the effect that, in connection with the initial issuance opinion of the Notes hereundersuch counsel, all such conditions precedent and covenants have been satisfied. Each Officers’ 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 Officers’ Officer’s Certificates provided for in Section ‎Section 4.08) shall include: include (a) a statement that the person signing such certificate is familiar with the requested action and this Indenture and has read such condition or covenant herein relating theretoIndenture; (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 whether or not such condition or covenant has been complied withIndenture; and (d) a statement as to whether or not, in the judgment of such person, such action is permitted by this Indenture and that all conditions precedent to such condition or covenant has action have been complied with; provided that no Opinion of Counsel shall be required to be delivered in connection with (1) the original issuance of Notes on the date hereof under this Indenture or (2) a request by the Company that the Trustee deliver a notice to Holders under this Indenture where the Trustee receives an Officer’s Certificate with respect to such notice. 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 17.05, 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, if requested by the Trustee, furnish to the Trustee (i) an Officers’ Officer’s Certificate and Opinion to the effect that, in the opinion of Counsel stating that such action is permitted by the terms of this Indenture and that signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been complied withsatisfied; provided, however, that such and (ii) an Opinion of Counsel shall not be required to the effect that, in connection with the initial issuance opinion of the Notes hereundersuch counsel, all such conditions precedent and covenants have been satisfied. Each Officers’ 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 Officers’ Officer’s Certificates provided for in Section 4.08) shall include: include (a) a statement that the person signing such certificate is familiar with the requested action and this Indenture and has read such condition or covenant herein relating theretoIndenture; (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 whether or not such condition or covenant has been complied withIndenture; and (d) a statement as to whether or not, in the judgment of such person, such action is permitted by this Indenture and that all conditions precedent to such condition or covenant has action have been complied with; provided that no Opinion of Counsel shall be required to be delivered in connection with (1) the original issuance of Notes on the date hereof under this Indenture or (2) a request by the Company that the Trustee deliver a notice to Holders under this Indenture where the Trustee receives an Officer’s Certificate with respect to such notice. 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 17.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request, such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee or the Notes Collateral Agent to take any action under any of the provisions of this IndentureIndenture or the other Note Documents, the Company shall, if requested by the Trustee, shall furnish to the Trustee and the Notes Collateral Agent, as applicable, an Officers’ Officer’s Certificate and Opinion of Counsel stating that such action is permitted by in the terms opinion of this Indenture and that the signors, all conditions precedent and covenants, if any, provided for in this Indenture and the other Note Documents relating to the proposed action have been complied with; provided, however, that such satisfied. Each Officer’s Certificate and Opinion of Counsel shall not be required in connection with the initial issuance of the Notes hereunder. Each Officers’ Certificate provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee and the Notes Collateral Agent with respect to compliance with this Indenture (other than the Officers’ Officer’s Certificates provided for in Section 4.084.09) shall include: include (ai) a statement that the person signing Person making such certificate is familiar with the requested action and this Indenture and has read such condition covenant or covenant herein relating theretocondition; (bii) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (ciii) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such action is permitted by this Indenture and whether covenant or not such condition or covenant has been complied with; and (div) a statement as to whether or not, in the judgment of such personPerson, such action is permitted by this Indenture and such covenant or condition or covenant has been complied with. Notwithstanding anything to the contrary in this Section 17.0517.06, if any provision in this Indenture specifically provides that the Trustee or the Notes Collateral Agent 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 and the Notes Collateral Agent 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, if requested by the Trustee, furnish to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel Counsel, each stating that such action is permitted by the terms of this Indenture and that in the opinion of the certificate or opinion provider(s), all conditions precedent provided for in this Indenture relating to the proposed such action have been complied with; provided, however, that such . Each Officer’s Certificate and Opinion of Counsel shall not be required in connection with the initial issuance of the Notes hereunder. Each Officers’ Certificate provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officers’ Officer’s Certificates provided for in Section 4.08) shall include: include (a) a statement that the person signing such certificate or opinion is familiar with the requested action and this Indenture and has read such condition or covenant herein relating theretoIndenture; (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 whether or not such condition or covenant has all conditions precedent provided for in this Indenture have been complied with; and (d) a statement as to whether or not, in the judgment of such person, such action is permitted by this Indenture and that all conditions precedent to such condition or covenant has action have been complied with. Notwithstanding anything to the contrary in this Section 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, if requested by the Trustee, furnish to the Trustee an Officers’ Officer’s Certificate and Opinion of Counsel stating that such action is permitted by the terms of this Indenture and that all conditions precedent provided for in this Indenture relating Indenture. With respect to the proposed action have been complied with; providedmatters of fact, however, that such an Opinion of Counsel shall not be required in connection with the initial issuance may rely on an Officer’s Certificate or certificates of the Notes hereunderpublic officials. Each Officers’ 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 Officers’ Officer’s Certificates provided for in Section 4.08) shall include: include (a) a statement that the person signing such certificate or opinion is familiar with the requested action and this Indenture and has read such condition or covenant herein relating theretoIndenture; (b) 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; (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 all conditions precedent provided for in this Indenture have been complied with and whether or not such action is permitted by this Indenture and whether or not such condition or covenant has been complied withIndenture; and (d) a statement as to whether or not, in the judgment of such person, such action is permitted by this Indenture and such condition or covenant has that all conditions precedent thereto have been complied with. Notwithstanding anything to the contrary in this Section 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, if requested by the Trustee, furnish to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel Counsel, each stating that such action is permitted by the terms of this Indenture and that all conditions precedent provided for in this Indenture relating to the proposed such action have been complied with; provided, however, that such . Each Officer’s Certificate and Opinion of Counsel shall not be required in connection with the initial issuance of the Notes hereunder. Each Officers’ Certificate provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officers’ Officer’s Certificates provided for in Section 4.08) shall include: include (a) a statement that the person signing such certificate or opinion is familiar with the requested action and this Indenture and has read such condition or covenant herein relating theretoIndenture; (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 whether or not such condition or covenant has all conditions precedent provided for in this Indenture have been complied with; and (d) a statement as to whether or not, in the judgment of such person, such action is permitted by this Indenture and that all conditions precedent to such condition or covenant has action have been complied with. Notwithstanding anything to the contrary in this Section 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, if requested by the Trustee, shall furnish to the Trustee an Officers’ Certificate and an Opinion of Counsel stating that such action is permitted by the terms of this Indenture and that all conditions precedent (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 90 been complied with; provided, however, provided that no such Opinion of Counsel shall not be required in connection with the initial issuance of Notes on the Notes hereunderIssue Date. Each 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 Officers’ Certificates provided for in Section 4.084.04) shall include: include (a) a statement that the person signing Person making such certificate is familiar with the requested action and this Indenture and certification or opinion has read such condition covenant or covenant herein relating theretocondition; (b) 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; (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 whether covenant or not such condition or covenant has been complied with; and (d) a statement as to whether or not, in the judgment of such personPerson, such action is permitted by this Indenture and such covenant or condition or covenant has been complied with. Notwithstanding anything to the contrary in this Section 17.0518.05, 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, if requested by the Trustee, furnish to the Trustee an Officers’ Officer’s Certificate and Opinion of Counsel stating that all conditions precedent to such action have been satisfied and such action is permitted by the terms of this Indenture and that all conditions precedent provided for in this Indenture relating to the proposed action have been complied withIndenture; provided, however, that such no Opinion of Counsel shall not be required to be delivered in connection with the initial issuance of Notes dated as of the Notes hereunderdate hereof under the Indenture. Each Officers’ Officer’s Certificate 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 Officers’ Officer’s Certificates provided for in Section 4.08) shall include: include (a) a statement that the person signing Person making such certificate is familiar with the requested action and this Indenture and has read such condition or covenant herein relating theretoIndenture; (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 whether or not such condition or covenant has been complied withIndenture; and (d) a statement as to whether or not, in the judgment of such personPerson, all conditions precedent to such action have been satisfied and such action is permitted by this Indenture and such condition or covenant has been complied withIndenture. Notwithstanding anything to the contrary in this Section 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 Supplemental Indenture, the Company shall, if requested by the Trustee, furnish to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel stating that such action is permitted by the terms of this Supplemental Indenture and that all conditions precedent provided for in this Indenture relating to the proposed action thereto have been complied with; provided, however, that such satisfied. Each Officer’s Certificate and an Opinion of Counsel shall not be required in connection with the initial issuance of the Notes hereunder. Each Officers’ Certificate provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other Indenture(other than the Officers’ Officer’s Certificates provided for in Section 4.08) shall include: include (a) a statement that the person signing such certificate is familiar with the requested action and this Indenture and has read such condition or covenant herein relating theretoSupplemental 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 whether or not all conditions precedent to such condition or covenant has action have been complied withsatisfied; and (d) a statement as to whether or not, in the judgment of such person, such action is permitted by this Indenture and whether or not all conditions precedent to such condition or covenant has action have been complied withsatisfied. Notwithstanding anything to the contrary in this Section 17.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request, such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company or the Guarantors, if any, to the Trustee or the Collateral Agent to take any action under any of the provisions of this Indenture, the Company shallor the Guarantor, if requested by the Trusteeas applicable, shall furnish to the Trustee or the Collateral Agent, as the case may be, an Officers’ Officer’s Certificate and Opinion of Counsel stating that such action is permitted by the terms of this Indenture and that all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed such action have been complied with; provided, however, that such satisfied. Each Officer’s Certificate or Opinion of Counsel shall not be required in connection with the initial issuance of the Notes hereunder. Each Officers’ Certificate Counsel, provided for, by or on behalf of the Company or the Guarantor in this Indenture and delivered to the Trustee or Collateral Agent with respect to compliance with this Indenture (other than the Officers’ Officer’s Certificates provided for in Section 4.08) shall include: include (ai) a statement that the person signing such certificate or opinion has read such covenant or condition precedent and is familiar with the requested action and this Indenture and has read such condition or covenant herein relating theretoIndenture; (bii) 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; (ciii) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not the covenants and conditions precedent to such action is permitted by this Indenture and whether or not such condition or covenant has have been complied withsatisfied; and (div) a statement as to whether or not, in the judgment opinion of such person, such action is permitted by this Indenture covenants and such condition or covenant has conditions precedent have been complied withsatisfied. 133 Notwithstanding anything to the contrary in this Section 17.0518.05, if any provision in this Indenture specifically provides that the Trustee or the Collateral Agent shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee Trustee, the Collateral Agent or the Company or the Guarantor hereunder, the Trustee or Collateral Agent, as the case may be, shall be entitled to, 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, if requested by the Trustee, furnish to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel Counsel, each stating that such action is permitted by the terms of this Indenture and that all conditions precedent provided for in this Indenture relating to the proposed such action have been complied with; provided, however, that such . Each Officer’s Certificate and Opinion of Counsel shall not be required in connection with the initial issuance of the Notes hereunder. Each Officers’ Certificate provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officers’ Officer’s Certificates provided for in Section 4.08) shall include: include (a) a statement that the person signing such certificate or opinion is familiar with the requested action and this Indenture and has read such condition or covenant herein relating theretoIndenture; (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 92 is permitted by this Indenture and whether or not such condition or covenant has all conditions precedent provided for in this Indenture have been complied with; and (d) a statement as to whether or not, in the judgment of such person, such action is permitted by this Indenture and that all conditions precedent to such condition or covenant has action have been complied with. Notwithstanding anything to the contrary in this Section 17.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request, such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company or the Guarantors, if any, to the Trustee or the Collateral Agent to take any action under any of the provisions of this Indenture, the Company shallor the Guarantor, if requested by the Trusteeas applicable, shall furnish to the Trustee or the Collateral Agent, as the case may be, an Officers’ Officer’s Certificate and Opinion of Counsel stating that such action is permitted by the terms of this Indenture and that all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed such action have been complied with; provided, however, that such satisfied. Each Officer’s Certificate or Opinion of Counsel shall not be required in connection with the initial issuance of the Notes hereunder. Each Officers’ Certificate Counsel, provided for, by or on behalf of the Company or the Guarantor in this Indenture and delivered to the Trustee or Collateral Agent with respect to compliance with this Indenture (other than the Officers’ Officer’s Certificates provided for in Section 4.08) shall include: include (ai) a statement that the person signing such certificate or opinion has read such covenant or condition precedent and is familiar with the requested action and this Indenture and has read such condition or covenant herein relating theretoIndenture; (bii) 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; (ciii) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not the covenants and conditions precedent to such action is permitted by this Indenture and whether or not such condition or covenant has have been complied withsatisfied; and (div) a statement as to whether or not, in the judgment opinion of such person, such action is permitted by this Indenture covenants and such condition or covenant has conditions precedent have been complied withsatisfied. Notwithstanding anything to the contrary in this Section 17.0518.05, if any provision in this Indenture specifically provides that the Trustee or the Collateral Agent shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee Trustee, the Collateral Agent or the Company or the Guarantor hereunder, the Trustee or Collateral Agent, as the case may be, shall be entitled to, or entitled to request, such Opinion of Counsel.. 128

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 Supplemental Indenture, the Company shall, if requested by the Trustee, shall furnish to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel stating that such action is permitted by the terms of this Supplemental Indenture and that all conditions precedent provided for in this Indenture relating to the proposed action thereto have been complied with; provided, however, that such satisfied. Each Officer’s Certificate and an Opinion of Counsel shall not be required in connection with the initial issuance of the Notes hereunder. Each Officers’ Certificate provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other Indenture(other than the Officers’ Officer’s Certificates provided for in Section 4.08) shall include: (a) include a statement that the person signing such certificate is familiar with the requested action and this Indenture and has read such condition or covenant herein relating theretoSupplemental 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 whether or not all conditions precedent to such condition or covenant has action have been complied withsatisfied; and (d) a statement as to whether or not, in the judgment of such person, such action is permitted by this Indenture and whether or not all conditions precedent to such condition or covenant has action have been complied withsatisfied. Notwithstanding anything to the contrary in this Section 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, if requested by the Trustee, furnish Trustee shall be entitled to the Trustee receive: (a) an Officers’ Certificate and Opinion in form reasonably satisfactory to the Trustee stating that, in the opinion of Counsel stating that such action is permitted by the terms of this Indenture and that signers, all conditions precedent (including any covenants compliance with which constitutes a condition precedent), if any, provided for in this Indenture relating to the proposed action have been complied with; provided, however, that such and (b) an Opinion of Counsel shall not be required in connection form reasonably satisfactory to the Trustee stating that, in the opinion of such counsel, all such conditions precedent (including any covenants compliance with the initial issuance of the Notes hereunderwhich 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 Officers’ Certificates provided for in Section 4.08) shall include: (a) a statement that the person signing such certificate is familiar with the requested action and this Indenture and has read such condition or covenant herein relating theretoIndenture; (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 as to whether or not all conditions precedent (including any covenants compliance with which constitutes a condition precedent), if any, provided for in this Indenture relating to such condition or covenant has proposed action have been complied with; and (d) a statement as to whether or not, in the judgment of such person, such action is permitted by this Indenture and such all conditions precedent (including covenants compliance with which constitutes a condition or covenant has precedent) have been complied with. Notwithstanding anything to the contrary in this Section 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, if requested by the Trustee, furnish to the Trustee an Officers’ Certificate and and/or an Opinion of Counsel Counsel, in form and substance reasonably satisfactory to the Trustee, stating that such action is permitted by the terms of this Indenture and that all the conditions precedent provided for in this Indenture relating to the proposed such action have been complied with; provided, however, that such Opinion of Counsel shall not be required in connection with the initial issuance of the Notes hereunder. Each Officers’ Certificate provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officers’ Certificates provided for in Section ‎Section 4.08) shall include: include (a) a statement that the person signing such certificate is familiar with the requested action and this Indenture and has read such condition or covenant herein relating theretoIndenture; (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 whether or not such condition or covenant has been complied withIndenture; and (d) a statement as to whether or not, in the judgment of such person, such action is permitted by this Indenture and that all conditions precedent to such condition or covenant has action have been complied with. Notwithstanding anything to the contrary in this Section ‎Section 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 Supplemental Indenture, the Company shall, if requested by the Trustee, shall furnish to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel stating that such action is permitted by the terms of this Supplemental Indenture and that all conditions precedent provided for in this Indenture relating to the proposed action thereto have been complied with; provided, however, that such satisfied. Each Officer’s Certificate and an Opinion of Counsel shall not be required in connection with the initial issuance of the Notes hereunder. Each Officers’ Certificate provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other Indenture(other than the Officers’ Officer’s Certificates provided for in Section 4.08) shall include: include (a) a statement that the person signing such certificate is familiar with the requested action and this Indenture and has read such condition or covenant herein relating theretoSupplemental 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 whether or not all conditions precedent to such condition or covenant has action have been complied withsatisfied; and (d) a statement as to whether or not, in the judgment of such person, such action is permitted by this Indenture and whether or not all conditions precedent to such condition or covenant has action have been complied withsatisfied. Notwithstanding anything to the contrary in this Section 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 Seventh Supplemental Indenture, the Company shall, if requested by the Trustee, shall furnish to the Trustee an Officers’ Certificate and Opinion of Counsel stating that such action is permitted by the terms of this Indenture and that all conditions precedent precedent, if any, provided for in this Seventh Supplemental Indenture relating to the proposed action have been complied with; provided, however, that such and an Opinion of Counsel shall not be required stating that, in connection with the initial issuance opinion of the Notes hereundersuch counsel, all such conditions precedent have been complied with. Each Officers’ Certificate certificate or opinion provided for, for by or on behalf of the Company in this Seventh Supplemental Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officers’ Certificates a condition or covenant provided for in Section 4.08) this Seventh Supplemental Indenture shall include: include (ai) a statement that the person signing making such certificate is familiar with the requested action and this Indenture and or opinion has read such condition covenant or covenant herein relating theretocondition; (bii) 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; (ciii) 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 action is permitted by this Indenture and whether covenant or not such condition or covenant has been complied with; and (div) a statement as to whether or not, in the judgment opinion of such person, such action is permitted by this Indenture and such condition or covenant has been complied with. Notwithstanding anything to the contrary in this Section 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 Sixth Supplemental Indenture, the Company shall, if requested by the Trustee, shall furnish to the Trustee an Officers’ Certificate and Opinion of Counsel stating that such action is permitted by the terms of this Indenture and that all conditions precedent precedent, if any, provided for in this Sixth Supplemental Indenture relating to the proposed action have been complied with; provided, however, that such and an Opinion of Counsel shall not be required stating that, in connection with the initial issuance opinion of the Notes hereundersuch counsel, all such conditions precedent have been complied with. Each Officers’ Certificate certificate or opinion provided for, for by or on behalf of the Company in this Sixth Supplemental Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officers’ Certificates a condition or covenant provided for in Section 4.08) this Sixth Supplemental Indenture shall include: include (ai) a statement that the person signing making such certificate is familiar with the requested action and this Indenture and or opinion has read such condition covenant or covenant herein relating theretocondition; (bii) 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; (ciii) 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 action is permitted by this Indenture and whether covenant or not such condition or covenant has been complied with; and (div) a statement as to whether or not, in the judgment opinion of such person, such action is permitted by this Indenture and such condition or covenant has been complied with. Notwithstanding anything to the contrary in this Section 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, if requested by the Trustee, furnish to the Trustee an Officers’ 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 provided for in this Indenture relating to under the proposed action Indenture, if any, have been complied with; provided, however, that such . Each Officer’s Certificate or Opinion of Counsel shall not be required in connection with , as the initial issuance of the Notes hereunder. Each Officers’ Certificate 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 Officers’ Officer’s Certificates provided for in Section 4.08) and each Opinion of Counsel shall include: include (a) a statement that the person signing such certificate is familiar with the requested action and this Indenture and has read such condition or covenant herein relating theretoIndenture; (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 whether or not such condition or covenant has been complied withIndenture; and (d) a statement as to whether or not, in the judgment of such person, such action is permitted by this Indenture and such condition or covenant has that all conditions precedent thereto have been complied with. Notwithstanding anything to the contrary in this Section 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, if requested by the Trustee, furnish to the Trustee (i) an Officers’ Certificate and Opinion stating that, in the opinion of Counsel stating that the signatories to such action is permitted by the terms of this Indenture and that Officers’ Certificate, all conditions precedent precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; provided, however, that such with and (ii) an Opinion of Counsel shall not be required stating that, in connection with the initial issuance opinion of the Notes hereundersuch counsel, all such conditions precedent have been complied with. Each 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 Officers’ Certificates provided for in Section 4.08) shall include: include (a) a statement that the person signing such certificate or opinion is familiar with the requested action relevant covenant or condition and this Indenture and has read such condition or covenant herein relating theretoIndenture; (b) 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; (c) a statement that, in the judgment opinion of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such action is permitted by this Indenture and whether covenant or not such condition or covenant has been complied with; and (d) a statement as to whether or not, in the judgment opinion of such person, such action is permitted by this Indenture and such covenant or condition or covenant has been complied with. Notwithstanding anything to the contrary in this Section 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.