Common use of Certificate and Opinion as to Conditions Precedent Clause in Contracts

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee: (1) an Officers’ Certificate (which shall include the statements set forth in Section 10.5 below) stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and (2) an Opinion of Counsel (which shall include the statements set forth in Section 10.5 below) stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee: : (1) an Officers’ Certificate (which shall include the statements set forth in Section 10.5 below10.05) stating that, in the opinion of the signers, all conditions precedentprecedent and covenants, if any, provided for in this Indenture relating to the proposed action have been complied with; and and (2ii) an Opinion of Counsel (which shall include the statements set forth in Section 10.5 below10.05) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been complied with.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee: (1) an Officers’ ' Certificate (which shall include the statements set forth in Section 10.5 below) stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and (2) an Opinion of Counsel (which shall include the statements set forth in Section 10.5 below) stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company or any Guarantor to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee: (1) an Officers’ Certificate (which shall include the statements set forth in Section 10.5 12.05 below) stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and (2) an Opinion of Counsel (which shall include the statements set forth in Section 10.5 12.05 below) stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company or any Guarantor to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee: (1) an Officers’ ' Certificate (which shall include the statements set forth in Section 10.5 12.05 below) stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and (2) an Opinion of Counsel (which shall include the statements set forth in Section 10.5 12.05 below) stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee: (1) an Officers’ ' Certificate (which shall include the statements set forth in Section 10.5 11.05 below) stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and (2) an Opinion of Counsel (which shall include the statements set forth in Section 10.5 11.05 below) stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee: (1a) an Officers’ Certificate (which shall include the statements set forth in Section 10.5 below10.05 hereof) stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and (2b) an Opinion of Counsel (which shall include the statements set forth in Section 10.5 below10.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee: (1a) an Officers’ ' Certificate (which shall include the statements set forth in Section 10.5 below11.05) stating that, in the opinion of the signers, all conditions precedentprecedent and covenants, if any, provided for in this Indenture relating to the proposed action have been complied with; and (2b) an Opinion of Counsel (which shall include the statements set forth in Section 10.5 below11.05) stating that, in the opinion of such counsel, all such conditions precedent provided for in this Indenture relating to the proposed action have been complied with.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee: : (1a) an Officers’ ' Certificate (which shall include the statements set forth in Section 10.5 below11.05) stating that, in the opinion of the signers, all conditions precedentprecedent and covenants, if any, provided for in this Indenture relating to the proposed action have been complied with; and and (2b) an Opinion of Counsel (which shall include the statements set forth in Section 10.5 below11.05) stating that, in the opinion of such counsel, all such conditions precedent provided for in this Indenture relating to the proposed action have been complied with.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee: (1) an Officers’ ' Certificate (which shall include the statements set forth in Section 10.5 below11.5) stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and (2) an Opinion of Counsel (which shall include the statements set forth in Section 10.5 below11.5) stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this Indenture, if so requested by the Trustee, the Company shall furnish to the Trustee: (1) an Officers’ Certificate (which shall include the statements set forth in Section 10.5 10.05 below) stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and (2) an Opinion of Counsel (which shall include the statements to a similar effect as those set forth in Section 10.5 10.05(1), (2) and (3) below) stating that, in the opinion of such counsel, all such conditions precedent have been complied withwith (to the extent such conditions precedent involve legal conclusions).

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee: (1) an Officers’ ' Certificate (which shall include the statements set forth in Section 10.5 10.05 below) stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and (2) an Opinion of Counsel (which shall include the statements set forth in Section 10.5 10.05 below) stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee: (1) an Officers’ Certificate (which shall include the statements set forth in Section 10.5 11.05 below) stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and (2) an Opinion of Counsel (which shall include the statements set forth in Section 10.5 11.05 below) stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company Issuer to the Trustee to take or refrain from taking any action under this Indenture, the Company Issuer shall furnish to the Trustee: : (1i) an Officers’ Officer’s Certificate (which shall include the statements set forth in Section 10.5 below11.4 hereof) stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and and (2ii) an Opinion of Counsel (which shall include the statements set forth in Section 10.5 below11.4 hereof) stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee: (1) an Officers’ Certificate (which shall include the statements set forth in Section 10.5 below11.05 hereof) stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and (2) an Opinion of Counsel (which shall include the statements set forth in Section 10.5 below11.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent precedent, if any, provided for in this Indenture relating to the proposed action have been complied with.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee: (1) an Officers’ ' Certificate (which shall include the statements set forth in Section 10.5 belowSECTION 10.05 hereof) stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and (2) an Opinion of Counsel (which shall include the statements set forth in Section 10.5 belowSECTION 10.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent precedent, if any, provided for in this Indenture relating to the proposed action have been complied with.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee: (1) an Officers’ Certificate (which shall include the statements set forth in Section 10.5 below10.05 hereof) stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and (2) an Opinion of Counsel (which shall include the statements set forth in Section 10.5 below10.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent precedent, if any, provided for in this Indenture relating to the proposed action have been complied with.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company or any Subsidiary Guarantor to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee: (1) an Officers’ ' Certificate (which shall include the statements set forth in Section 10.5 12.05 below) stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and (2) an Opinion of Counsel (which shall include the statements set forth in Section 10.5 12.05 below) stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee: (1) an Officers’ ' Certificate (which shall include the statements set forth in Section 10.5 11.05 below) stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and (2) an Opinion of Counsel (which shall include the statements set forth in Section 10.5 11.05 below) stating that, in the opinion of such counsel, all such conditions precedent precedent, if any, provided for in this Indenture relating to the proposed action have been complied with.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee: (1a) an Officers’ ' Certificate (which shall include the statements set forth in Section 10.5 below10.5) stating that, in the opinion of the signers, all conditions precedentprecedent and covenants, if any, provided for in this Indenture relating to the proposed action have been complied with; and (2b) an Opinion of Counsel (which shall include the statements set forth in Section 10.5 below10.5) stating that, in the opinion of such counsel, all such conditions precedent provided for in this Indenture relating to the proposed action have been complied with.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this Indenture, if so requested by the Trustee, the Company shall furnish to the Trustee: (1a) an Officers’ Officer’s Certificate (which shall must include the statements set forth in Section 10.5 below10.03) stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and (2b) an Opinion of Counsel (which shall must include the statements set forth in Section 10.5 below10.03) stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this IndentureIndenture (other than the initial issuance of the Notes), the Company shall furnish to the TrusteeTrustee upon request: (1a) an Officers’ Certificate (which shall include the statements set forth in Section 10.5 below12.5 hereof) stating that, in the opinion of the signers, all conditions precedent, if any, precedent provided for in this Indenture relating to the proposed action have been complied withsatisfied; and (2b) an Opinion of Counsel (which shall include the statements set forth in Section 10.5 below12.5 hereof) stating that, in the opinion of such counsel, all such conditions precedent have been complied withsatisfied.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee: (1) an Officers’ Officer's Certificate (which shall include the statements set forth in Section 10.5 below11.05 hereof) stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied withwith (and, if applicable, setting forth in reasonable detail any financial calculations providing the basis of such opinion); and (2) an Opinion of Counsel (which shall include the statements set forth in Section 10.5 below11.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee: (1a) an Officers’ Certificate (which shall include the statements set forth in Section 10.5 below) stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and (2b) an Opinion of Counsel (which shall include the statements set forth in Section 10.5 below) stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee: (1a) an Officers’ ' Certificate (which shall include the statements set forth in Section 10.5 below10.05) stating that, in the opinion of the signers, all conditions precedentprecedent and covenants, if any, provided for in this Indenture relating to the proposed action have been complied with; and (2b) an Opinion of Counsel (which shall include the statements set forth in Section 10.5 below10.05) stating that, in the opinion of such counsel, all such conditions precedent provided for in this Indenture relating to the proposed action have been complied with.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee: (1) an Officers’ ' Certificate (which shall include the statements set forth in Section 10.5 below12.05) stating that, in the opinion of the signers, all conditions precedent, if any, precedent provided for in this Indenture relating to the proposed action have been complied with; and (2) an Opinion of Counsel (which shall include the statements set forth in Section 10.5 below12.05) stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee: (1) an Officers’ Officer’s Certificate (which shall include the statements set forth in Section 10.5 11.5 below) stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and (2) an Opinion of Counsel (which shall include the statements set forth in Section 10.5 11.5 below) stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company Holdings to the Trustee to take any action under this Indenture, the Company Holdings shall furnish to the Trustee: (1a) an Officers’ ' Certificate (which shall include the statements set forth in Section 10.5 below10.05) stating that, in the opinion of the signers, all conditions precedentprecedent and covenants, if any, provided for in this Indenture relating to the proposed action have been complied with; and (2b) an Opinion of Counsel (which shall include the statements set forth in Section 10.5 below10.05) stating that, in the opinion of such counsel, all such conditions precedent provided for in this Indenture relating to the proposed action have been complied with.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take or refrain from taking any action under this Indenture, the Company shall furnish to the Trustee: : (1i) an Officers’ Certificate (which shall include the statements set forth in Section 10.5 below11.5 hereof) stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and and (2ii) an Opinion of Counsel (which shall include the statements set forth in Section 10.5 below11.5 hereof) stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee: (1a) an Officers’ ' Certificate (which shall include the statements set forth in Section 10.5 below11.5) stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture or required by the TIA relating to the proposed action have been complied withmet; and (2b) an Opinion of Counsel (which shall include the statements set forth in Section 10.5 below11.5) stating that, in the opinion of such counsel, all such conditions precedent have been complied withmet.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee: (1) an Officers’ ' Certificate (which shall include the statements set forth in Section 10.5 below12.5) stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and and (2) an Opinion of Counsel (which shall include the statements set forth in Section 10.5 below12.5) stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee at the request of the Trustee: (1) an Officers’ Certificate (which shall include ' Certificate, in form and substance satisfactory to the statements set forth in Section 10.5 below) Trustee, stating that, in the opinion of the signers, all conditions precedentprecedent to be performed or effected by the Company, if any, provided for in this Indenture relating to the proposed action have been complied with; andand 104 (2) an Opinion of Counsel (which shall include the statements set forth in Section 10.5 below) stating that, in the opinion of such counsel, any and all such conditions precedent have been complied with.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee: (1a) an Officers’ ' Certificate (which shall include the statements set forth in Section 10.5 below) stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and and ## CT01/SCHIJ/68118.34 57 63 (2b) at the Trustee's reasonable request, an Opinion of Counsel (which shall include the statements set forth in Section 10.5 below) stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee: (1) an Officers’ Certificate (which shall include the statements set forth in Section 10.5 below) stating that, in the opinion of the signers, all conditions precedentprecedent and covenants, if any, provided for in this Indenture relating to the proposed action have been complied with; and (2) an Opinion of Counsel (which shall include the statements set forth in Section 10.5 below) stating that, in the opinion of such counsel, all such conditions precedent and covenants, if any, have been complied with.

Certificate and Opinion as to Conditions Precedent. Upon -------------------------------------------------- any request or application by the Company to the Trustee to take any action under this Indenture, the Trustee may require the Company shall to furnish to either or both of the Trusteefollowing: (1) an Officers’ Officer's Certificate (which shall include the statements set forth in Section 10.5 below) stating that, in the opinion of the signersprincipal signer thereof, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and (2) an Opinion of Counsel (which shall include the statements set forth in Section 10.5 below) stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this IndentureIndenture (except for the issuance of Senior Notes on the Issue Date), the Company shall furnish to the Trustee: (1A) an Officers’ ' Certificate (which shall include the statements set forth in Section 10.5 10.05 below) stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and (2B) an Opinion of Counsel (which shall include the statements set forth in Section 10.5 10.05 below) stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this Indenture, other than pursuant to Article Four hereof, the Company shall furnish to the Trustee: (1a) an An Officers’ ' Certificate (which shall include the statements set forth in Section 10.5 below) stating that, in the opinion of the signers, that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and (2b) an An Opinion of Counsel (which shall include the statements set forth in Section 10.5 below) stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee: (1a) an Officers’ ' Certificate (which shall include the statements set forth in Section 10.5 belowsection 11.5) stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied withmet; and (2b) an Opinion of Counsel (which shall include the statements set forth in Section 10.5 below11.5) stating that, in the opinion of such counsel, all such conditions precedent have been complied withmet.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company or any Guarantor to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee: (1) an Officers’ Certificate (which shall include the statements set forth in Section 10.5 11.05 below) stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and (2) an Opinion of Counsel (which shall include the statements set forth in Section 10.5 11.05 below) stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee: (1) an Officers’ Certificate (which shall include the statements set forth in Section 10.5 belowhereof) stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and (2) an Opinion of Counsel (which shall include the statements set forth in Section 10.5 belowhereof) stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee: (1) an Officers’ Officer’s Certificate (which shall include the statements set forth in Section 10.5 11.05 below) stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and (2) an Opinion of Counsel (which shall include the statements set forth in Section 10.5 11.05 below) stating that, in the opinion of such counsel, all such conditions precedent precedent, if any, provided for in this Indenture relating to the proposed action have been complied with.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company or any Guarantor to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee: (1) an Officers’ , Certificate (which shall include the statements set forth in Section 10.5 12.05 below) stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and (2) an Opinion of Counsel (which shall include the statements set forth in Section 10.5 12.05 below) stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company or any Guarantor to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee: (1) an Officers’ Certificate (which shall include the statements set forth in Section 10.5 11.5 below) stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and (2) an Opinion of Counsel (which shall include the statements set forth in Section 10.5 11.5 below) stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company or any Guarantor to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee: (1) an Officers’ ' Certificate (which shall include the statements set forth in Section 10.5 12.05 below) stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and (2) an Opinion of Counsel (which shall include the statements set forth in Section 10.5 12.05 below) stating that, in the opinion of such counsel, all such conditions precedent have been complied with.. 111 -104-

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company or any Guarantor to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee: (1) an Officers’ ' Certificate (which shall include the statements set forth in Section 10.5 11.05 below) stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and (2) an Opinion of Counsel (which shall include the statements set forth in Section 10.5 11.05 below) stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee: (1) an Officers’ ' Certificate (which shall include the statements set forth in Section 10.5 below11.05 hereof) stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and (2) an Opinion of Counsel (which shall include the statements set forth in Section 10.5 below11.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent precedent, if any, provided for in this Indenture relating to the proposed action have been complied with.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee: (1) an Officers’ Officer’s Certificate (which shall include the statements set forth in Section 10.5 below) stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and (2) an Opinion of Counsel (which shall include the statements set forth in Section 10.5 below) stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Certificate and Opinion as to Conditions Precedent. Upon -------------------------------------------------- any request or application by the Company to the Trustee to take any action under this Indenture, the Trustee may require the Company shall to furnish to either or both of the Trusteefollowing: (1) an Officers’ ' Certificate (which shall include the statements set forth in Section 10.5 below) stating that, in the opinion of the signersprincipal signer thereof, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and (2) an Opinion of Counsel (which shall include the statements set forth in Section 10.5 below) stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee: (1) an Officers’ ' Certificate (which shall include the statements set forth in Section 10.5 below11.05 hereof) stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and (2) an Opinion of Counsel (which shall include the statements set forth in Section 10.5 below11.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent precedent, if any, provided for in this Indenture relating to the proposed action have been complied with.. 64

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee: (1) an Officers’ Certificate (which shall include the statements set forth in Section 10.5 10.05 below) stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and (2) an Opinion of Counsel (which shall include the statements set forth in Section 10.5 10.05 below) stating that, in the opinion of such counsel, all such conditions precedent have been complied with.