Common use of Compliance Certificates and Opinions Clause in Contracts

Compliance Certificates and Opinions. Upon any application or request by the Company or any Subsidiary Guarantor to the Trustee to take any action under any provision of this Indenture, the Company and/or such Subsidiary Guarantor, as appropriate, shall furnish to the Trustee an Officers’ Certificate stating that all conditions precedent, if any, provided for in 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, if any, have been complied with, except 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. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

Compliance Certificates and Opinions. Upon any application or request by the Company or any Subsidiary Guarantor to the Trustee to take any action under any provision of this Indenture, the Company and/or such Subsidiary Guarantor, as appropriate, shall will furnish to the Trustee an Officers’ ' Certificate stating that all conditions precedent, if any, provided for in this Indenture (including any covenants compliance with which constitutes a condition precedent) relating to the proposed action have been complied with with, and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that that, in the case of any such application or request as to which the furnishing of such documents documents, certificates and/or opinions is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall will include:

Compliance Certificates and Opinions. Upon any application or request by the Company or any Subsidiary the Guarantor to the Trustee to take any action under any provision of this Indenture, the Company and/or such Subsidiary or the Guarantor, as appropriatethe case may be, shall furnish to the Trustee an Officers’ ' Certificate stating that all conditions precedent, if any, provided for in 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, if any, have been complied with, except 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. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

Compliance Certificates and Opinions. (a) Upon any application or request by the Company or any Subsidiary Guarantor Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Company and/or such Subsidiary Guarantor, as appropriate, Issuer shall furnish to the Indenture Trustee and shall make available to each Rating Agency (i) an Officers’ Officer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and (ii) an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except 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 requestIndenture, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

Compliance Certificates and Opinions. Upon any application or request by the Company or any Subsidiary Guarantor to the Trustee Trustees to take any action under any provision of this Indenture, the Company and/or such Subsidiary Guarantor, as appropriate, shall furnish to the Trustee Trustees an Officers’ Officer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture (including any covenant compliance with which constitutes a condition precedent) relating to the proposed action have been complied with and and, if requested by the Trustee, an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except 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. Every certificate or opinion with respect to compliance with a covenant or condition or covenant provided for in this Indenture (other than pursuant to Section 10.04) shall include:

Compliance Certificates and Opinions. Upon any application or request by the Company or any Subsidiary Guarantor to the Trustee to take any action under any provision of this Indenture, the Company and/or such Subsidiary Guarantor, as appropriate, shall furnish to the Trustee such certificates and opinions as may be required under the Trust Indenture Act. Each such certificate or opinion shall be given in the form of an Officers’ Certificate stating that all conditions precedent' Certificate, if anyto be given by an officer of the Company, provided for in this Indenture relating to the proposed action have been complied with and or an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedentCounsel, if anyto be given by counsel, have been complied with, except that and shall comply with the requirements of the Trust Indenture Act and any other requirements set forth in this Indenture. 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, however, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

Compliance Certificates and Opinions. Upon any application or request by the Company or any Subsidiary the Guarantor to the Trustee for any series of Securities to take any action under any provision of this Indenture, the Company and/or such Subsidiary or the Guarantor, as appropriatethe case may be, shall furnish to the such Trustee an Officers’ Officer’s Certificate stating that all conditions precedent, if any, provided for in 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, if any, have been complied with, except 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. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

Compliance Certificates and Opinions. Upon any application or request by the Company or any Subsidiary Guarantor to the Trustee to take any action under any provision of this Indenture, the Company and/or such Subsidiary Guarantor, as appropriate, or any obligor on the Securities shall furnish to the Trustee an Officers’ Certificate stating that all conditions precedent, if any, provided for in this Indenture (including any covenants, compliance with which constitutes a condition precedent) 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, if any, have been complied with, except 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. Every certificate (other than certificates provided pursuant to Section 10.9) or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

Compliance Certificates and Opinions. Upon any application or request by the Company or any Subsidiary the Guarantor to the Trustee to take any action under any provision of this Indenture, the Company and/or such Subsidiary or the Guarantor, as appropriatethe case may be, shall furnish to the Trustee an Officers’ Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and and, where appropriate as to matters of law, an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except 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. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

Compliance Certificates and Opinions. Upon any application or request by the Company or any Subsidiary Guarantor to the Trustee to take any action under any provision of this Indenture, the Company and/or such Subsidiary Guarantor, as appropriate, shall furnish to the Trustee (a) an Officers’ ' Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and (b) an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except 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. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

Compliance Certificates and Opinions. Upon any application or request by the Company or any Subsidiary Guarantor to the Trustee to take any action under any provision of this Indenture, the Company and/or such Subsidiary Guarantor, as appropriate, or any obligor on the Securities shall furnish to the Trustee an Officers’ ' Certificate stating that all conditions precedent, if any, provided for in this Indenture (including any covenants, compliance with which constitutes a condition precedent) 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, if any, have been complied with, except 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. Every certificate (other than certificates provided pursuant to Section 10.9) or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

Compliance Certificates and Opinions. Upon any application or request by the Company Issuers or any Subsidiary the Guarantor to the Trustee to take any action under any provision of this Indenture, the Company and/or such Subsidiary Issuers or the Guarantor, as appropriatethe case may be, shall furnish to the Trustee an Officers’ ' Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and and, where appropriate as to matters of law, an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except 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. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

Compliance Certificates and Opinions. Upon any application or request by the Company or any Subsidiary the Guarantor to the Trustee to take any action under any provision of this Indenture, the Company and/or such Subsidiary Guarantor, as appropriate, or the Guarantor shall furnish to the Trustee an Officers’ Certificate of the Company and the Guarantor stating that all conditions precedent, if any, provided for in 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, if any, have been complied with, except 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. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

Compliance Certificates and Opinions. Upon any application or request by the Company or any Subsidiary Guarantor the Indenture Trustee to the Trustee to take any action under any provision of this IndentureTrust Agreement, the Company and/or such Subsidiary Guarantoror the Indenture Trustee, as appropriatethe case may be, shall furnish to the Trustee an Officers’ Officer's Certificate stating that that, in the opinion of the signer, all conditions precedent, if any, provided for in this Indenture Trust Agreement 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, if any, have been complied with, except 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 Trust Agreement relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture Trust Agreement shall include:

Compliance Certificates and Opinions. (a) Upon any application or request by the Company or any Subsidiary Guarantor Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Company and/or such Subsidiary Guarantor, as appropriate, Issuer shall furnish to the Indenture Trustee and each Rating Agency (i) an Officers’ Officer's Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and (ii) an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except 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 requestIndenture, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

Compliance Certificates and Opinions. Upon any application or request by the Company or any Subsidiary Guarantor Industries, as the case may be, to the Trustee to take any action under any provision of this Indenture, the Company and/or such Subsidiary Guarantoror Industries, as appropriatethe case may be, shall furnish to the Trustee an Officers’ ' Certificate stating that all conditions precedent, if any, provided for in 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, if any, have been complied with, except 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. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

Compliance Certificates and Opinions. Upon any application or request by the Company or any Subsidiary Guarantor the Guarantors to the Trustee to take any action under any provision of this Indenture, the Company and/or such Subsidiary Guarantor, as appropriate, or the Guarantors shall furnish to the Trustee an Officers’ ' Certificate stating that all conditions precedent, if any, provided for in this Indenture (including any covenant compliance with which constitutes a condition precedent) 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, if any, have been complied with, except 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. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than pursuant to Section 1008) shall include:

Compliance Certificates and Opinions. (a) Upon any application or request by the Company or any Subsidiary Guarantor Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Company and/or such Subsidiary Guarantor, as appropriate, Issuer shall furnish to the Indenture Trustee and each Rating Agency (i) an Officers’ Officer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and (ii) an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except 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 requestIndenture, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

Compliance Certificates and Opinions. Upon any application or request by the Company or any Subsidiary Guarantor Issuer to the Trustee to take or refrain from taking any action under any provision of this Indenture, the Company and/or such Subsidiary Guarantor, as appropriate, Issuer shall furnish to the Trustee an Officers’ Officer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture (including any covenant compliance which constitutes a condition precedent) 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, if any, have been complied with, except 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. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

Compliance Certificates and Opinions. Upon any application or request by the Company Company, any Lessor or any Subsidiary Guarantor ELI to the Trustee to take any action under any provision of xx this Indenture, the Company and/or Company, such Subsidiary GuarantorLessor or ELI, as appropriatethe case may be, shall furnish to the Trustee an Trustex xn Officers’ ' Certificate stating that all conditions precedent, if any, provided for in 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, if any, have been complied with, except 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. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than certificates provided pursuant to Section 10.02 herein) shall include:

Compliance Certificates and Opinions. Upon Except as otherwise expressly provided in this Indenture, upon any application or request by the Company or any Subsidiary the Guarantor to the Trustee to take any action under any provision of this Indenture, the Company and/or such Subsidiary Guarantor, as appropriate, or the Guarantor shall furnish to the Trustee an Officers’ Officer's Certificate stating that all conditions precedent, if any, provided for in 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, if any, have been complied with, except 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. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

Compliance Certificates and Opinions. Upon any application or request by the Company or any Subsidiary the Guarantor to the Trustee to take any action under any provision of this Indenture, the Company and/or such Subsidiary or the Guarantor, as appropriatethe case may be, shall furnish to the Trustee an Officers’ ' Certificate stating that all conditions precedent, if any, provided for in 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, if any, have been complied withwish, except 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. Every certificate or opinion with respect to compliance with a respect to compliance with condition or covenant provided for in this Indenture shall include:

Compliance Certificates and Opinions. Upon any application or request by the Company or any Subsidiary Guarantor Corporation to the a Trustee to take any action under any provision of this Indenture (including entry into this Indenture), the Company and/or such Subsidiary Guarantor, as appropriate, Corporation shall furnish to the such Trustee an Officers’ Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel at the Corporation’s expense stating that in the opinion of such counsel Counsel all such conditions precedent, if any, have been complied with, except 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 Officers’ Certificate or opinion Opinion of Counsel need be furnished. Every certificate or opinion such Officers’ Certificate, and every such Opinion of Counsel delivered by an employee of the Corporation, with respect to compliance with a condition or covenant provided for in this Indenture shall include:

Compliance Certificates and Opinions. Upon any application or request by the Company or any Subsidiary the Guarantor to the Trustee for any series of Securities to take any action under any provision of this Indenture, the Company and/or such Subsidiary or the Guarantor, as appropriatethe case may be, shall furnish to the such Trustee an Officers’ Officer's Certificate stating that all conditions precedent, if any, provided for in 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, if any, have been complied with, except 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. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

Compliance Certificates and Opinions. Upon any application or request by the Company or any Subsidiary Guarantor Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Company and/or such Subsidiary Guarantor, as appropriate, Issuer shall furnish to the Indenture Trustee an Officers’ Officer's Certificate stating that all conditions precedent, if any, provided for in 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, if any, have been complied with, except 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. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (including one furnished pursuant to specific requirements of this Indenture relating to a particular application or request) shall includeinclude to the extent applicable:

Compliance Certificates and Opinions. Upon any application or request by the Company or any Subsidiary Guarantor Publishing to the Trustee to take any action under any provision of this Indenture, the Company and/or such Subsidiary Guarantor, as appropriate, Publishing shall furnish to the Trustee an Officers’ ' Certificate stating to the effect that all conditions precedent, if any, provided for in this Indenture (including any covenant compliance with which constitutes a condition precedent) relating to the proposed action have been complied with and an Opinion of Counsel stating to the effect that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that that, in the case of any such application or request as to which the furnishing of such documents any certificates and/or opinions is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion Opinion of Counsel with respect to compliance with a condition or covenant provided for in this Indenture shall include:

Compliance Certificates and Opinions. Upon any application or request by the Company or any Subsidiary Guarantor Trust to the Indenture Trustee to take any action under any provision provisions of this Indenture, the Company and/or such Subsidiary Guarantor, as appropriate, Trust shall furnish to the Indenture Trustee an Officers’ ' Certificate stating that all conditions precedent (including any covenant compliance with which constitutes a condition precedent), if any, provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel Counsel all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision provisions of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

Compliance Certificates and Opinions. Upon Except as otherwise expressly provided in or pursuant to this Indenture, upon any application or request by the Company or any Subsidiary Guarantor to the Trustee to take any action under any provision of this Indenture, the Company and/or such Subsidiary Guarantor, as appropriate, shall furnish to the Trustee an Officers’ Officer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that that, in the opinion of such counsel counsel, all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents or any of them is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant or covenant provided for in this Indenture (other than a certificate delivered pursuant to Section 7.4(4)) shall include:

Compliance Certificates and Opinions. Upon any application or request by the Company or any Subsidiary Guarantor to the Trustee to take any action under any provision of this Indenture, the Company and/or such Subsidiary Guarantor, as appropriate, and the Guarantors (if required by the Trust Indenture Act) shall furnish to the Trustee an Officers’ Certificate stating that all conditions precedent, if any, provided for in 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, if any, have been complied with, except 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. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

Compliance Certificates and Opinions. Upon any application or request by the Company or any Subsidiary Guarantor to the Trustee to take any action under any provision of this Indenture, the Company and/or such Subsidiary Guarantor, as appropriate, shall furnish to the Trustee an Officers’ ' Certificate stating that all conditions precedent, if any, provided for in this Indenture (including any covenants the compliance with which constitutes a condition precedent) relating to the proposed action have been complied with and and, if requested by the Trustee, an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except 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. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than certificates provided pursuant to Section 314(a)(4) of the Trust Indenture Act) shall include:

Compliance Certificates and Opinions. Upon any application or request by the Company or any Subsidiary Guarantor Corporation to the either Trustee to take any action under any provision of this Indenture, if required by this Indenture or requested by such Trustee, the Company and/or such Subsidiary Guarantor, as appropriate, Corporation shall furnish to the applicable Trustee an Officers’ Certificate stating that all conditions precedent, if any, provided for in 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, if any, have been complied with, except 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. Every certificate Each such Officers’ Certificate or opinion Opinion of Counsel with respect to compliance with a covenant or condition or covenant provided for in this Indenture shall include:

Compliance Certificates and Opinions. Upon any application or request by the Company or any Subsidiary the Guarantor to the Trustee to take any action under any provision of this Indenture, the Company and/or such Subsidiary Guarantor, as appropriate, or the Guarantor shall furnish to the Trustee an Officers’ ' Certificate of the Company and the Guarantor stating that all conditions precedent, if any, provided for in 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, if any, have been complied with, except 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. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

Compliance Certificates and Opinions. Upon any application or request by the Company or any Subsidiary Guarantor to the Trustee to take any action under any provision of this Indenture, the Company and/or such Subsidiary Guarantor, as appropriate, shall furnish to the Trustee an Officers’ ' Certificate stating that all conditions precedent, if any, provided for in this Indenture (including any covenants for which compliance therewith constitutes a condition precedent) 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, if any, have been complied with, except 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. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

Compliance Certificates and Opinions. Upon any application or request by the Company or any Subsidiary the Guarantor to the Trustee to take any action under any provision of this Indenture, the Company and/or such Subsidiary Guarantor, as appropriate, or the Guarantor shall furnish to the Trustee an Officers’ ' Certificate stating that all conditions precedent, if any, provided for in this Indenture (including any covenant compliance with which constitutes a condition precedent) 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, if any, have been complied with, except 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. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than pursuant to Section 1008) shall include:

Compliance Certificates and Opinions. Upon any application or request by the Company or any Subsidiary Guarantor to the Trustee to take any action under any provision of this IndentureIndenture (other than the delivery of any Debt Security to the Trustee for authentication pursuant to Section 303), the Company and/or such Subsidiary Guarantor, as appropriate, shall furnish to the Trustee an Officers’ ' Certificate stating that all conditions precedent, if any, provided for in 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, if any, have been complied with, except 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. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

Compliance Certificates and Opinions. Upon any application or request by the Company or any Subsidiary Guarantor to the Trustee to take any action under any provision of this Indenture, the Company and/or such Subsidiary Guarantor, as appropriate, shall furnish to the Trustee an Officers’ ' Certificate stating that all conditions precedent, if any, provided for in this Indenture (including any covenant compliance with which constitutes a condition precedent) 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, if any, have been complied with, except NYDOCS01/571795 3 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. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall (other than pursuant to Section1009(a))shall include:

Compliance Certificates and Opinions. Upon any application or request by the Company or any Subsidiary the Guarantor to the Trustee to take any action under any provision of this Indenture, the Company and/or such Subsidiary or the Guarantor, as appropriatethe case may be, shall furnish to the Trustee an Officers’ ' Certificate stating that that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except 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. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

Compliance Certificates and Opinions. Upon any application or request by the Company or any Subsidiary Guarantor the Guarantors to the Trustee to take any action under any provision of this Indenture, the Company and/or such Subsidiary Guarantor, as appropriate, or the Guarantors shall furnish to the Trustee an Officers’ ' Certificate stating that all conditions precedent, if any, provided for in this Indenture (including any covenant compliance with which constitutes a condition precedent) 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, if any, have been complied with, except 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. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than pursuant to Section 1008(a)) shall include:

Compliance Certificates and Opinions. Upon any application or request by the Company or any Subsidiary Guarantor to the Trustee to take any action under any provision of this Indenture, the Company and/or or such Subsidiary Guarantor, as appropriatethe case may be, shall furnish to the Trustee an Officers’ ' Certificate stating that all conditions precedent, if any, provided for in 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, if any, have been complied with, except 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. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than pursuant to Section 1005) shall include:

Compliance Certificates and Opinions. Upon any application or request by the Company or any Subsidiary Guarantor to the Trustee to take any action under any provision of this Indenture, the Company and/or such Subsidiary Guarantor, as appropriate, shall furnish to the Trustee an Officers’ ' Certificate stating that all conditions precedent, if any, provided for in this Indenture (including any covenant compliance with which constitutes a condition precedent) relating to the proposed action have been complied with and and, upon the request of the Trustee, an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except 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. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than pursuant to Section 1008(a)) shall include:

Compliance Certificates and Opinions. Upon any application or request by the Company or any Subsidiary Guarantor to the Trustee to take any action under any provision of this Indenture, the Company and/or such Subsidiary Guarantor, as appropriate, shall furnish to the Trustee such certificates and opinions as may be required under the Trust Indenture Act. Each such certificate or opinion shall be given in the form of an Officers’ Certificate stating that all conditions precedent' Certificate, if anyto be given by an officer of the Company, provided for in this Indenture relating to the proposed action have been complied with and or an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedentCounsel, if anyto be given by counsel, have been complied with, except that and shall comply with the requirements of the Trust Indenture Act and any other requirements set forth in this Indenture. 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, however, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:.

Compliance Certificates and Opinions. Upon any application or request by the Company or any Subsidiary Guarantor to the Trustee to take any action under any provision of this Indenture, the Company and/or such Subsidiary Guarantor, as appropriate, or any Guarantor shall furnish to the Trustee an Officers’ ' Certificate stating that all conditions precedent, if any, provided for in this Indenture (including any covenant compliance with which constitutes a condition precedent) relating to the proposed action have been complied with and an Opinion of Counsel stating that that, in the opinion of such counsel counsel, all such conditions precedent, if any, have been complied with, except 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. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

Compliance Certificates and Opinions. Upon any application or request by the Company or any Subsidiary Guarantor to the Trustee for any series of Securities to take any action under any provision of this Indenture, the Company and/or such Subsidiary Guarantor, as appropriate, shall furnish to the such Trustee an Officers’ ' Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with with, and an Opinion of Counsel stating that in the opinion of such counsel such action is authorized or permitted by this Indenture and that all such conditions precedent, if any, have been complied with, except 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. Every certificate (other than certificates provided pursuant to Section 1005) or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

Compliance Certificates and Opinions. Upon any application or request by the Company or any Subsidiary Guarantor to the Trustee to take any action under any provision of this Indenture, the Company and/or such Subsidiary Guarantor, as appropriate, shall furnish to the Trustee an Officers’ ' Certificate stating to the effect that all conditions precedent, if any, provided for in this Indenture (including any covenant compliance with which constitutes a condition precedent) relating to the proposed action have been complied with and an Opinion of Counsel stating to the effect that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that that, in the case of any such application or request as to which the furnishing of such documents any certificates and/or opinions is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion Opinion of Counsel with respect to compliance with a condition or covenant provided for in this Indenture shall include:

Compliance Certificates and Opinions. Upon any application or request by the Company or any Subsidiary Guarantor to the Trustee to take any action under any provision of this Indenture, the Company and/or such Subsidiary Guarantor, as appropriate, shall furnish to the Trustee such certificates and opinions as may be required under the Trust Indenture Act. Each such certificate or opinion shall be given in the form of an Officers’ Certificate stating that all conditions precedentCertificate, if anyto be given by an officer of the Company, provided for in this Indenture relating to the proposed action have been complied with and or an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedentCounsel, if anyto be given by counsel, have been complied with, except that and shall comply with the requirements of the Trust Indenture Act and any other requirements set forth in this Indenture. 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, however, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

Compliance Certificates and Opinions. Upon Except as otherwise expressly provided by this Indenture, upon any application or request by the Company or any Subsidiary Guarantor Issuer to the Trustee or any Paying Agent to take any action under any provision of this Indenture, the Company and/or such Subsidiary Guarantor, as appropriate, Issuer shall furnish to the Trustee an Officers’ Officer’s Certificate stating that all conditions precedent, if any, provided for in 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, if any, have been complied with, except 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 such certificate or opinion shall comply with any other requirements set forth in this Indenture. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall includeinclude substantially:

Compliance Certificates and Opinions. Upon any application or request by the Company or any Subsidiary Guarantor and the Guarantors to the Trustee to take any action under any provision of this Indenture, the Company and/or such Subsidiary Guarantor, as appropriate, and the Guarantors shall furnish to the Trustee an Officers’ ' Certificate stating that all conditions precedent, if any, provided for in this Indenture (including any covenant compliance which constitutes a condition precedent) 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, if any, have been complied with, except 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. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than pursuant to Section 1008(a)) shall include:

Compliance Certificates and Opinions. Upon any application or request by the Company or any Subsidiary Guarantor to the Trustee to take any action under any provision of this Subordinated Debt Securities Indenture, the Company and/or such Subsidiary Guarantor, as appropriate, shall furnish to the Trustee an Officers’ Officer's Certificate stating that all conditions precedent, if any, provided for in this Subordinated Debt Securities Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of the legal advisor rendering such counsel opinion all such conditions precedent, if any, have been complied with, except 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 Subordinated Debt Securities Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Subordinated Debt Securities Indenture shall include:

Compliance Certificates and Opinions. Upon any application or request by the Company or any Subsidiary Guarantor to the Trustee or any Paying Agent to take any action under any provision of this Indenture, the Company and/or such Subsidiary Guarantor, as appropriate, shall furnish to the Trustee or the Paying Agent, as the case may be, an Officers’ ' Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and if required hereunder, an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except 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. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (excluding certificates provided for in Section 10.6) shall include:

Compliance Certificates and Opinions. Upon any application or request by the Company or any Subsidiary Guarantor Publishing to the Trustee to take any action under any provision of this Indenture, the Company and/or such Subsidiary Guarantor, as appropriate, Publishing shall furnish to the Trustee an Officers’ ' Certificate stating to the effect that all conditions precedent, if any, provided for in this Indenture (including any covenant compliance with which constitutes a condition precedent) relating to the proposed action have been complied with and an Opinion of Counsel stating to the effect that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that that, in the case of any such application or request as to which the furnishing of such documents any certificates and/or opinions is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. 46 Every certificate or opinion Opinion of Counsel with respect to compliance with a condition or covenant provided for in this Indenture shall include:

Compliance Certificates and Opinions. Upon any application or request by the Company or any Subsidiary Guarantor to the Trustee to take any action under any provision of this Indenture, the Company and/or such Subsidiary Guarantor, as appropriate, or any obligor on the Securities shall furnish to the Trustee an Officers’ Certificate stating that all conditions precedent, if any, provided for in this Indenture (including any covenants, compliance with which constitutes a condition precedent) 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, if any, have been complied with, except 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. Every certificate (other than certificates provided pursuant to Section 10.7) or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

Compliance Certificates and Opinions. Upon any application or request by the Company or any Subsidiary Guarantor American Water Works, as the case may be, to the Trustee to take any action under any provision of this Indenture, the Company and/or such Subsidiary Guarantoror American Water Works, as appropriatethe case may be, shall furnish to the Trustee an Officers’ ' Certificate stating that all conditions precedent, if any, provided for in 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, if any, have been complied with, except 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. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

Compliance Certificates and Opinions. Upon any application or request by the Company or any Subsidiary Guarantor to the Trustee or any Paying Agent to take any action under any provision of this Indenture, the Company and/or such Subsidiary Guarantor, as appropriate, shall furnish to the Trustee or the Paying Agent, as the case may be, an Officers’ ' Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and if required hereunder, an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except 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. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (excluding certificates provided for in Section 10.5) shall include:

Compliance Certificates and Opinions. Upon any application or request by the Issuer or the Company or any Subsidiary Guarantor to the Trustee to take any action under any provision of this Indenture, the Company and/or such Subsidiary GuarantorIssuer or the Company, as appropriatethe case may be, shall furnish to the Trustee an Officers’ ' Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and and, if required by the Trust Indenture Act, an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except 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. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (including certificates provided for in Section 9.7) shall include:

Compliance Certificates and Opinions. Upon any application or request by the Company or any Subsidiary Guarantor to the Trustee to take any action under any provision of this Indenture, the Company and/or such Subsidiary Guarantor, as appropriate, and any other obligor on the Securities shall furnish to the Trustee an Officers’ Certificate stating that all conditions precedent, if any, provided for in this Indenture (including any covenants compliance with which constitutes a condition precedent) 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, if any, have been complied with, except that that, in the case of any such application or request as to which the furnishing of such documents documents, certificates and/or opinions is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate Officers’ Certificate or opinion Opinion of Counsel with respect to compliance with a condition or covenant provided for in this Indenture shall include:

Compliance Certificates and Opinions. Upon any application or request by an Indenture Trustee, the Company Seller or any Subsidiary Guarantor the Servicer to the Collateral Agent or by an Indenture Trustee or the Collateral Agent to the Issuer Trustee to take or refrain from taking any action under any provision of this IndentureAgreement, the Company and/or such Subsidiary Guarantor, as appropriate, requesting Person shall furnish to the Trustee an Officers’ Certificate Collateral Agent or the Issuer Trustee, as the case may be, a certificate stating that that, in the opinion of the signer(s), all conditions precedent, if any, provided for in this Indenture Agreement 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 precedentexcept that, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents document is specifically required by any provision of this Indenture relating to such particular application or requestAgreement, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture Agreement shall include:

Compliance Certificates and Opinions. Upon any application or request by the Company or any Subsidiary Guarantor to the Trustee to take any action under any provision of this Indenture, the Company and/or such Subsidiary Guarantor, as appropriate, shall furnish to the Trustee an Officers’ ' Certificate in form and substance reasonably satisfactory to the Trustee stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except 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. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (including certificates delivered pursuant to Section 1011) shall include:

Compliance Certificates and Opinions. Upon any application or request by the Company or any Subsidiary Guarantor and the Guarantors to the Trustee to take any action under any provision of this Indenture, the Company and/or such Subsidiary Guarantor, as appropriate, and the Guarantors shall furnish to the Trustee an Officers’ ' Certificate stating that all conditions precedent, if any, provided for in this Indenture (including any covenant compliance with which constitutes a condition precedent) 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, if any, have been complied with, except 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. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than pursuant to Section 1008(a)) shall include:

Compliance Certificates and Opinions. Upon any application or request by the Company or any Subsidiary Guarantor to the Trustee to take any action under any provision of this Indenture, the Company and/or such Subsidiary Guarantor, as appropriate, shall furnish to the Trustee such certificates and opinions as may be required under the Trust Indenture Act. Each such certificate or opinion shall be given in the form of an Officers’ Certificate stating that all conditions precedentCertificate, if anyto be given by an officer of the Company, provided for in this Indenture relating to the proposed action have been complied with and or an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedentCounsel, if anyto be given by counsel, have been complied with, except that and shall comply with the requirements of the Trust Indenture Act and any other requirements set forth in this Indenture. 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, however, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

Compliance Certificates and Opinions. Upon any application or request by the Company or any Subsidiary Guarantor to the Trustee or any Paying Agent to take any action under any provision of this Indenture, the Company and/or such Subsidiary Guarantor, as appropriate, shall furnish to the Trustee or the Paying Agent, as the case may be, an Officers’ ' Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and if required hereunder, an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except 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. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (excluding certificates provided for in Section 10.05) shall include:

Compliance Certificates and Opinions. Upon any application or request by the Company or any Subsidiary Guarantor Co-Issuers to the Trustee to take or refrain from taking any action under any provision of this Indenture, the Company and/or such Subsidiary Guarantor, as appropriate, Co-Issuers shall furnish to the Trustee an Officers’ Certificate stating that all conditions precedent, if any, provided for in this Indenture (including any covenant compliance which constitutes a condition precedent) 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, if any, have been complied with, except 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. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

Compliance Certificates and Opinions. Upon any application or request by the Company Company, any Lessor or any Subsidiary Guarantor LP&L to the Trustee to take any action under any provision of this Indenture, the Company and/or Company, such Subsidiary GuarantorLessor or LP&L, as appropriatethe case may be, shall furnish to the Trustee an Officers’ ' Certificate stating that all conditions precedent, if any, provided for in 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, if any, have been complied with, except 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. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than certificates provided pursuant to Section 10.02 herein) shall include:

Compliance Certificates and Opinions. Upon any application or request by the Company or any Subsidiary the Guarantor to the Trustee for any series of Securities to take any action under any provision of this Indenture, the Company and/or such Subsidiary or the Guarantor, as appropriatethe case may be, shall furnish to the such Trustee an Officers’ ' Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with with, and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except 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. Every certificate (other than certificates provided pursuant to Section 1005) or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

Compliance Certificates and Opinions. Upon any application or request by the Company or any Subsidiary Guarantor Issuer to the Trustee to take any action under any provision of this Indenture, if required by this Indenture or requested by the Company and/or such Subsidiary GuarantorTrustee, as appropriate, the Issuer shall furnish to the Trustee an Officers’ Certificate stating that all conditions precedent, if any, provided for in 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, if any, have been complied with, except 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. Every certificate Each such Officers’ Certificate or opinion Opinion of Counsel with respect to compliance with a covenant or condition or covenant provided for in this Indenture shall include:

Compliance Certificates and Opinions. Upon any application or request by the Company or any Subsidiary Guarantor Issuer to the Trustee to take any action under any provision of this Indenture, the Company and/or such Subsidiary Guarantor, as appropriate, Issuer shall furnish to the Trustee an Officers’ , Certificate stating that all conditions precedent, if any, provided for in 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, if any, have been complied with, except 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. Every certificate or opinion with respect to compliance with a condition or of covenant provided for in this Indenture (including one furnished pursuant to specific requirements of this Indenture relating to a particular application or request) shall includeinclude to the extent applicable:

Compliance Certificates and Opinions. Upon any application or request by the Company or any Subsidiary Guarantor to the Trustee to take any action under any provision of this Indenture, the Company and/or such Subsidiary Guarantor, as appropriate, and the Guarantors (if required by the Trust Indenture Act) shall furnish to the Trustee an Officers’ ' Certificate stating that all conditions precedent, if any, provided for in 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, if any, have been complied with, except 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. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

Compliance Certificates and Opinions. Upon Except as otherwise expressly provided in this Indenture, upon any application or request by the Company or any Subsidiary Guarantor to the Trustee to take any action under any provision of this Indenture, the Company and/or such Subsidiary Guarantor, as appropriate, shall furnish to the Trustee an Officers’ Officer's Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and and, if requested by the Trustee, an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except it being understood 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. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

Compliance Certificates and Opinions. Upon any application or request by the Company or any Subsidiary Guarantor Issuer to the Trustee to take any action under any provision of this Indenture, the Company and/or such Subsidiary Guarantor, as appropriate, Issuer shall furnish to the Trustee (with a copy to the Bond Insurer) an Officers’ Officer's Certificate stating that all conditions precedent (including any covenant with which compliance constitutes a condition precedent), if any, provided for in 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, if any, have been complied with, except 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. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

Compliance Certificates and Opinions. Upon any application or request by the Company or any Subsidiary the Guarantor to the Trustee to take any action under any provision of this Indenture, the Company and/or such Subsidiary or the Guarantor, as appropriate, shall furnish to the Trustee an Officers’ Officer's Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel Counsel all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing furnishings 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. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

Compliance Certificates and Opinions. Upon any application or request by the Company or any Subsidiary Guarantor Issuer to the Trustee to take or refrain from taking any action under any provision of this Indenture, the Company and/or such Subsidiary Guarantor, as appropriate, Issuer shall furnish to the Trustee an Officers’ Officer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture (including any covenant compliance with which constitutes a condition precedent) 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, if any, have been complied with, except 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. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

Compliance Certificates and Opinions. (a) Upon any application or request by the Company or any Subsidiary Guarantor to the Trustee or the Paying Agent in London to take any action under any provision of this Indenture, the Company and/or such Subsidiary Guarantor, as appropriate, shall furnish to the Trustee or the Paying Agent in London, as the case may be, an Officers’ ' Certificate stating that all conditions precedent, if any, provided for in 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, if any, have been complied with, except 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. Every certificate or opinion with respect to compliance com pliance with a condition or covenant provided for in this Indenture (including certificates provided for in Section 10.9) shall include:

Compliance Certificates and Opinions. Upon any application or request by the Company or any Subsidiary Guarantor to the Trustee to take any action under any provision of this Capital Securities Indenture, the Company and/or such Subsidiary Guarantor, as appropriate, shall furnish to the Trustee an Officers’ Officer's Certificate stating that all conditions precedent, if any, provided for in this Capital Securities Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of the legal advisor rendering such counsel opinion all such conditions precedent, if any, have been complied with, except 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 Capital Securities Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Capital Securities Indenture shall include:

Compliance Certificates and Opinions. Upon any application or request by the Company or any Subsidiary Guarantor to the Trustee to take any action under any provision of this IndentureIndenture (other than the delivery of any Debt Security to the Trustee for authentication pursuant to Section 3.3), the Company and/or such Subsidiary Guarantor, as appropriate, shall furnish to the Trustee an Officers’ ' Certificate stating that all conditions precedent, if any, provided for in 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, if any, have been complied with, except 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. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than certificates provided pursuant to Section 7.4(4)) shall include:

Compliance Certificates and Opinions. Upon any application or request by the Company or any Subsidiary Guarantor Corporation to the either Trustee to take any action under any provision of this Indenture, if required by this Indenture or requested by such Trustee, the Company and/or such Subsidiary Guarantor, as appropriate, Corporation shall furnish to the applicable Trustee an Officers’ ' Certificate stating that all conditions precedent, if any, provided for in 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, if any, have been complied with, except 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. Every certificate Each such Officers' Certificate or opinion Opinion of Counsel with respect to compliance with a covenant or condition or covenant provided for in this Indenture shall include: