Common use of Officers' Certificate and Opinion of Counsel to Be Clause in Contracts

Officers' Certificate and Opinion of Counsel to Be. Furnished upon Application or Demand by the Issuers. Upon any application or --------------------------------------------------- demand by the Issuers to the Trustee to take any action under any of the provisions of the Indenture, the Issuers shall furnish to the Trustee an Officers' Certificate stating that all conditions precedent provided for in the Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with, except that in the case of any such application or demand as to which the furnishing of such document is specifically required by any provision of the Indenture relating to such particular application or demand, no additional certificate or opinion need be furnished. Each certificate or opinion provided for in the Indenture and delivered to the Trustee with respect to compliance with a condition or covenant provided for in the Indenture shall include (1) a statement that the Person making such certificate or opinion has read such covenant or condition, (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based, (3) a statement that, in the opinion of such Person, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with and (4) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been complied with.

Officers' Certificate and Opinion of Counsel to Be. Furnished upon Application or Demand by the IssuersCompany. Upon any application or --------------------------------------------------- demand by the Issuers Company to the Trustee to take any action under any of the provisions of the this Indenture, the Issuers Company shall furnish to the Trustee an Officers' Certificate stating that all conditions precedent provided for in the this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with, except that in the case of any such application or demand as to which the furnishing of such document is specifically required by any provision of the this Indenture relating to such particular application or demand, no additional certificate or opinion need be furnished. Each certificate or opinion provided for in the this Indenture and delivered to the Trustee with respect to compliance with a condition or covenant provided for in the this Indenture shall include (1) a statement that the Person making such certificate or opinion has read such covenant or condition, (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based, (3) a statement that, in the opinion of such Person, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with and (4) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been complied with.

Officers' Certificate and Opinion of Counsel to Be. Furnished upon Application or Demand by the IssuersCompany. Upon any application or --------------------------------------------------- ---------------------------------------------------- demand by the Issuers Company to the Trustee to take any action under any of the provisions of the this Indenture, the Issuers Company shall furnish to the Trustee an Officers' Certificate stating that all conditions precedent provided for in the this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with, except that in the case of any such application or demand as to which the furnishing of such document is specifically required by any provision of the this Indenture relating to such particular application or demand, no additional certificate or opinion need be furnished. Each certificate or opinion provided for in the this Indenture and delivered to the Trustee with respect to compliance with a condition or covenant provided for in the this Indenture shall include (1) a statement that the Person making such certificate or opinion has read such covenant or condition, (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based, (3) a statement that, in the opinion of such Person, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with and (4) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been complied with.

Officers' Certificate and Opinion of Counsel to Be. Furnished upon Application or Demand by the IssuersCompany. Upon any application or --------------------------------------------------- ---------------------------------------------------- demand by the Issuers Company to the Trustee to take any action under any of the provisions of the this Indenture, the Issuers Company shall furnish to the Trustee an Officers' Certificate stating that all conditions precedent provided for in the this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with, except that in the case of any such application or demand as to which the furnishing of such document is specifically required by any provision of the this Indenture relating to such particular application or demand, no additional certificate or opinion need be furnished. Each certificate (other than an Officers' Certificate provided pursuant to Section 4.05) or opinion provided for in the this Indenture and delivered to the Trustee with respect to compliance with a condition or covenant provided for in the this Indenture shall include (1) a statement that the Person making such certificate or opinion has read such covenant or condition, (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based, (3) a statement that, in the opinion of such Person, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with and (4) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been complied with.