Common use of Certificates of the Company Clause in Contracts

Certificates of the Company. The Company shall furnish to the Trustee and the Collateral Agent, prior to each proposed release of Collateral pursuant to any Collateral Agreements, (i) all documents required by TIA §314(d) and (ii) an Opinion of Counsel, which may be rendered by internal counsel to the Company, to the effect that such accompanying documents constitute all documents required by TIA §314(d). The Trustee may, to the extent permitted by Sections 8.01 and 8.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and such Opinion of Counsel.

Certificates of the Company. The Company shall furnish to the Trustee and the Collateral AgentTrustee, prior to each proposed release of Collateral pursuant to any the Collateral Agreements, Documents (i) all documents required by TIA §Section 314(d) and (ii) an Opinion of CounselCounsel in the United States, which may opinion shall be rendered by internal counsel subject to the Companycustomary assumptions and exclusions, to the effect that such accompanying documents constitute all documents required by TIA §Section 314(d). The Trustee may, to the extent permitted by Sections 8.01 7.1 and 8.02 7.2 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and such Opinion of Counsel.

Certificates of the Company. The Company shall furnish to the Trustee and the Collateral AgentTrustee, prior to each any proposed release of Collateral other than pursuant to any Collateral Agreementsthe express terms of the Escrow Agreement, (i) all documents required by TIA §Section 314(d) and (ii) an Opinion of Counsel, which may be rendered by internal counsel to the Company, to the effect that such accompanying documents constitute all documents required by TIA §Section 314(d). The Trustee may, to the extent permitted by Sections 8.01 Section 6.01 and 8.02 hereofSection 6.03, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and such Opinion of Counsel.

Certificates of the Company. The Company shall furnish to the Trustee and the Collateral Agent, prior to each proposed release of Pledged Collateral pursuant to any Collateral Agreementsthe Pledge Agreement, (i) all documents required by TIA §Section 314(d) and (ii) an Opinion of Counsel, which may be rendered by internal counsel to the Company, to the effect that such accompanying documents constitute all documents required by TIA §Section 314(d). The Trustee may, to the extent permitted by Sections 8.01 7.01 and 8.02 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and such Opinion of Counsel.

Certificates of the Company. The Company shall furnish to the Trustee and the Collateral Agent, prior to each proposed release of Collateral pursuant to any Collateral Agreementsthe Security and Pledge Agreement, (ia) all documents required by TIA §Section 314(d) of the TIA and (iib) an Opinion of Counsel, which may be rendered by internal counsel to the Company, Counsel to the effect that such accompanying documents constitute all documents required by TIA §Section 314(d)) of the TIA. The Trustee may, to the extent permitted by Sections 8.01 7.01 and 8.02 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and such Opinion of Counsel.

Certificates of the Company. The Company shall furnish to the Trustee and the Collateral AgentTrustee, prior to each any proposed release of Collateral other than pursuant to any Collateral Agreementsthe express terms of the Deposit Agreement, (i) all documents required by TIA §ss. 314(d) and (ii) an Opinion of Counsel, which may be rendered by internal counsel to the Company, to the effect that such accompanying documents constitute all documents required by TIA §ss. 314(d). The Trustee may, to the extent permitted by Sections 8.01 Section 6.1 and 8.02 hereofSection 6.3, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and such Opinion of Counsel.

Certificates of the Company. The Company shall furnish to the Trustee and the Collateral Agent, prior to each proposed release of Pledged Collateral pursuant to any Collateral Agreementsthe Pledge Agreement, (i) all documents required by TIA §314(d(S)314(d) and (ii) an Opinion of Counsel, which may be rendered by internal counsel to the Company, to the effect that such accompanying documents constitute all documents required by TIA §314(d(S)314(d). The Trustee may, to the extent permitted by Sections 8.01 7.01 and 8.02 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and such Opinion of Counsel.

Certificates of the Company. The Company shall furnish to the Trustee and the Collateral Agent, prior to each proposed release of Pledged Collateral pursuant to any Collateral Agreementsthe Security Documents, (i) all documents required by TIA §Section 314(d) and (ii) an Opinion of Counsel, which may be rendered by internal counsel to the Company, to the effect that such accompanying documents constitute all documents required by TIA §Section 314(d). The Trustee may, to the extent permitted by Sections 8.01 7.01 and 8.02 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and such Opinion of Counsel.

Certificates of the Company. The Company shall furnish to the Trustee and the Collateral AgentTrustee, prior to each proposed release of Collateral pursuant to any the Collateral Agreements, Documents (i) all documents required by TIA §Section 314(d) and (ii) an Opinion of CounselCounsel in the United States, which may opinion shall be rendered by internal counsel subject to the Companycustomary assumptions and exclusions, to the effect that such accompanying documents constitute all documents required by TIA §314(dSection314(d). The Trustee may, to the extent permitted by Sections 8.01 7.1 and 8.02 7.2 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and such Opinion of Counsel.

Certificates of the Company. The Company shall furnish to the Trustee and the Collateral AgentTrustee, prior to each proposed release of Collateral pursuant to any the Collateral AgreementsDocuments, (i) all documents required by TIA §314(dss314(d) and (ii) an Opinion of Counsel, which may be rendered by internal counsel to the Company, to the effect that such accompanying documents constitute all documents required by TIA §314(dss314(d). The Trustee may, to the extent permitted by Sections 8.01 7.01 and 8.02 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and such Opinion of Counsel.

Certificates of the Company. The Company shall furnish to the Trustee and the Collateral Agent, prior to each proposed release of Pledged Collateral pursuant to any Collateral AgreementsDocument, (i) all documents required by TIA §314(d) and (ii) an Opinion of Counsel, which may be rendered by internal counsel to the Company, to the effect that such accompanying documents constitute all documents required by TIA §314(d). The Trustee may, to the extent permitted by Sections 8.01 and 8.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and such Opinion of Counsel.

Certificates of the Company. The Company shall furnish to the Trustee and the Collateral Agent, prior to each proposed release of Collateral pursuant to any Collateral Agreementsthe Security Documents, (i) all documents documents, if any, required by TIA §99 Section 314(d) and (ii) an Opinion of Counsel, which may be rendered by internal counsel to the Company, to the effect that such accompanying documents constitute all documents required by TIA §Section 314(d). The Trustee may, to the extent permitted by Sections 8.01 and 8.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and such Opinion of Counsel.

Certificates of the Company. The Company shall furnish to the Trustee and the Trustee, as Collateral Agent, prior to each proposed release of Collateral pursuant to any the Collateral Agreements, Documents (i) all documents required by TIA §Section 314(d) and (ii) an Opinion of CounselCounsel pursuant to Section 11.04, which may opinion shall be rendered by internal counsel subject to the Companycustomary assumptions and exclusions, to the effect that such accompanying documents constitute all documents required by TIA §Section 314(d). The Trustee may, to the extent permitted by Sections 8.01 7.01 and 8.02 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and such Opinion of Counsel.

Certificates of the Company. The Company shall furnish to the Trustee and the Collateral AgentSecurities Intermediary, prior to each proposed release of Collateral pursuant to any Collateral Agreementsthe Pledge Agreement, (i) all documents required by TIA §314(d(S)314(d) and (ii) an Opinion of Counsel, which may be rendered by internal counsel to the Company, to the effect that such accompanying documents constitute all documents required by TIA §314(d(S)314(d). The Trustee may, to the extent permitted by Sections 8.01 7.01 and 8.02 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and such Opinion of Counsel.

Certificates of the Company. The Company shall furnish to the Trustee and the Collateral AgentTrustee, prior to each proposed release of Collateral pursuant to any Collateral Agreementsthe Security Agreement, (i) all documents required by TIA §the TIA, including Section 314(d) thereof and (ii) an Officers' Certificate and an Opinion of Counsel, which may be rendered by internal counsel to the Company, Counsel to the effect that such accompanying documents constitute all documents required by TIA §the TIA, including Section 314(d)) thereof. The Trustee may, to the extent permitted by Sections 8.01 6.01 and 8.02 6.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and such Opinion of Counsel.

Certificates of the Company. The Company shall furnish to the Trustee and the Collateral Agent, prior to each proposed release of Collateral pursuant to any the Collateral AgreementsDocument, (i) all documents required by TIA §Section 314(d) and (ii) an Opinion of Counsel, which may be rendered by internal counsel to the Company, to the effect that such accompanying documents constitute all documents required by TIA §Section 314(d). The Trustee may, to the extent permitted by Sections 8.01 7.01 and 8.02 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and such Opinion of Counsel.

Certificates of the Company. The Company shall furnish to the Trustee and the Collateral AgentTrustee, prior to each any proposed release of Collateral other than pursuant to any the express terms of the Collateral AgreementsDocuments, (i) all documents required by TIA §Section 314(d) and (ii) an Opinion of Counsel, which may be rendered by internal counsel to the Company, to the effect that such accompanying documents constitute all documents required by TIA §Section 314(d). The Trustee may, to the extent permitted by Sections 8.01 Section 602 and 8.02 Section 612 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and such Opinion of Counsel.

Certificates of the Company. The Company shall furnish to the Trustee and the Collateral AgentTrustee, prior to each any proposed release of the Collateral other than pursuant to any Collateral Agreementsthe express terms of the Security Documents, (i) all documents required by TIA §Section 314(d) of the TIA and (ii) an Opinion of Counsel, which may be rendered by internal counsel to the Company, Counsel to the effect that such accompanying documents constitute all documents required by TIA §Section 314(d)) of the TIA. The Trustee may, to the extent permitted by Sections 8.01 7.1 and 8.02 hereof7.2, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and such Opinion of Counsel.

Certificates of the Company. The Company shall furnish to the Trustee and the Collateral Agent, prior to each proposed release of Collateral pursuant to any Collateral Agreements, in accordance with the terms hereof (i) all documents required by TIA §Section 314(d) and (ii) an Opinion of Counsel, which may be rendered by internal counsel to the Company, to the effect that such accompanying documents constitute all documents required by TIA §Section 314(d). The Trustee may, to the extent permitted by Sections 8.01 7.01 and 8.02 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and such Opinion of Counsel.

Certificates of the Company. The Company shall furnish to the Trustee and the Collateral AgentTrustee, prior to each proposed release of Collateral pursuant to any the Collateral AgreementsDocuments, (i) all documents required by TIA §314(dss.314(d) and (ii) an Opinion of Counsel, which may be rendered by internal counsel to the Company, to the effect that such accompanying documents constitute all documents required by TIA §314(dss.314(d). The Trustee may, to the extent permitted by Sections 8.01 7.01 and 8.02 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and such Opinion of Counsel.

Certificates of the Company. The Company shall furnish to the Trustee and the Collateral AgentTrustee, prior to each any proposed release of Collateral other than pursuant to any Collateral Agreementsthe express terms of the Pledge Agreement, (i) all documents required by TIA §Section 314(d) and (ii) an Opinion of Counsel, which may be rendered by internal counsel to the Company, to the effect that such accompanying documents constitute all documents required by TIA §Section 314(d). The Trustee may, to the extent permitted by Sections 8.01 7.01 and 8.02 hereof7.02, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and such Opinion opinion of Counsel.

Certificates of the Company. The Company shall furnish to the Trustee and the Collateral AgentTrustee, prior to each proposed release of Collateral pursuant to any Collateral Agreements, the Security Documents (i) all documents required by TIA §Section 314(d) and (ii) an Opinion of CounselCounsel in the United States, which may opinion shall be rendered by internal counsel subject to the Companycustomary assumptions and exclusions, to the effect that such accompanying documents constitute all documents required by TIA §Section 314(d). The Trustee may, to the extent permitted by Sections 8.01 7.1 and 8.02 7.2 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and such Opinion of Counsel.

Certificates of the Company. The Company shall furnish to the Trustee and the Collateral AgentTrustee, prior to each proposed release of Collateral pursuant to any Collateral Agreementsthe Security Agreement, (i) all documents required by TIA §the TIA, including Section 314(d) thereof and (ii) an officer's certificate and an Opinion of Counsel, which may be rendered by internal counsel to the Company, Counsel to the effect that such accompanying documents constitute all documents required by TIA §the TIA, including Section 314(d)) thereof. The Trustee may, to the extent permitted by Sections 8.01 6.01 and 8.02 6.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and such Opinion of Counsel.

Certificates of the Company. The Company shall furnish to the Trustee and the Collateral Agent, prior to each proposed release of Collateral pursuant to any Collateral Agreementsthe Security Agreement, (i) all documents required by TIA §314(d(S)314(d) and (ii) an Opinion of Counsel, which may be rendered by internal counsel to the Company, to the effect that such accompanying documents constitute all documents required by TIA §314(d(S)314(d). The Trustee may, to the extent permitted by Sections 8.01 7.01 and 8.02 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and such Opinion of Counsel.

Certificates of the Company. The Company shall will furnish to the Trustee and the Collateral Agent, prior to each proposed release of Collateral pursuant to any Collateral Agreements, the Security Documents (i) all documents required by TIA §314(d) ); and (ii) an Opinion of Counsel, which may be rendered by internal counsel to the Company, to the effect that such accompanying documents constitute all documents required by TIA §314(d). The Trustee may, to the extent permitted by Sections 8.01 7.01 and 8.02 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and such Opinion of Counsel.

Certificates of the Company. The Company shall furnish to --------------------------- the Trustee and the Collateral AgentTrustee, prior to each any proposed release of the Collateral other than pursuant to any the express terms of the Collateral AgreementsAgreement, (i) all documents required by TIA §Section 314(d) of the TIA and (ii) an Opinion of Counsel, which may be rendered by internal counsel to the Company, to the effect that such accompanying documents constitute all documents required by TIA §Section 314(d)) of the TIA. The Trustee may, to the extent permitted by Sections 8.01 7.1 and 8.02 hereof7.2, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and such Opinion of Counsel.

Certificates of the Company. The Company shall furnish to the Trustee and the Collateral Agent, prior to each proposed release of Collateral pursuant to any Collateral Agreementsthe Security Documents, (i) all documents required by TIA §section 314(d) and (ii) an Opinion of Counsel, which may be rendered by internal counsel to the Company, to the effect that such accompanying documents constitute all documents required by TIA §section 314(d). The Trustee may, to the extent permitted by Sections 8.01 SECTIONS 7.01 and 8.02 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and such Opinion of Counsel.

Certificates of the Company. The Company shall furnish to the Trustee and the Collateral AgentTrustee, prior to each proposed release of Pledged Collateral pursuant to any Collateral Agreementsthe Pledge Agreement, (i) all documents required by TIA §(S) 314(d) and (ii) an Opinion of Counsel, which may be rendered by internal counsel to the Company, to the effect that such accompanying documents constitute all documents required by TIA §(S) 314(d). The Trustee may, to the extent permitted by Sections 8.01 7.01 and 8.02 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and such Opinion of Counsel.

Certificates of the Company. The Company shall furnish to the Indenture Trustee and the Collateral Agent, prior to each any proposed release of Collateral pursuant to any Collateral Agreementsthe express terms of the Security Documents, (i) all documents required by TIA §Section 314(d) of the TIA and (ii) an Opinion of Counsel, which may be rendered by internal counsel to the Company, Counsel to the effect that such accompanying documents constitute all documents required by TIA §Section 314(d)) of the TIA. The Indenture Trustee may, to the extent permitted by Sections 8.01 7.01 and 8.02 hereof7.02, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and such Opinion of Counsel.

Certificates of the Company. The Company shall furnish to the Trustee and the Collateral AgentTrustee, prior to each any proposed release of Collateral other than pursuant to any Collateral Agreementsthe express terms of the Pledge Agreement and the Note Pledge Agreement, (i) all documents documents* required by TIA §Section 314(d) and (ii) an Opinion of Counsel, which may be rendered by internal counsel to the Company, to the effect that such accompanying documents constitute all documents required by TIA §Section 314(d). The Trustee may, to the extent permitted by Sections 8.01 7.1 and 8.02 hereof7.2, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and such Opinion of Counsel.

Certificates of the Company. (a) The Company shall furnish to the Trustee and the Collateral Agent, prior to each proposed release of Pledged Collateral pursuant to any Collateral Agreementsthe Security Agreement, (i) all documents required by TIA §ss. 314(d) and (ii) an Opinion of Counsel, which may shall be rendered by internal outside counsel to the Company, to the effect that such accompanying documents constitute all documents required by TIA §ss. 314(d). The Trustee may, to the extent permitted by Sections 8.01 7.01 and 8.02 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and such Opinion of Counsel.

Certificates of the Company. The Company shall furnish to the Trustee and the Collateral Agent, prior to each proposed release of Pledged Collateral pursuant to any Collateral the Security Agreements, (i) all documents required by TIA §Section 314(d) and (ii) an Opinion of Counsel, which may be rendered by internal counsel to the Company, to the effect that such accompanying documents constitute all documents required by TIA §Section 314(d). The Trustee may, to the extent permitted by Sections 8.01 7.01 and 8.02 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and such Opinion of Counsel.

Certificates of the Company. The Company shall furnish to the Trustee and the Collateral Agent, prior to each proposed release of Pledged Collateral pursuant to any Collateral Agreementsthe Pledge Agreement, (i) all documents required by TIA §"314(d) and (ii) an Opinion of Counsel, which may be rendered by internal counsel to the Company, to the effect that such accompanying documents constitute all documents required by TIA §"314(d). The Trustee may, to the extent permitted by Sections 8.01 7.01 and 8.02 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and such Opinion of Counsel.