Common use of Certificates of the Company Clause in Contracts

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

Certificates of the Company. The Company shall will furnish to the Trustee and the Collateral Trustee, Agent prior to each any proposed release of any portion or all of the Collateral pursuant to (a) all documents required by the Security AgreementsTIA, (ib) all documents, if any, required by TIA (S)314(d) an Officer's Certificate requesting a release of collateral and describing the property to be so released and (iic) an Opinion of Counsel, which may be rendered by internal counsel to the Company, Counsel to the effect that such accompanying documents constitute all documents required by TIA (S)314(d)the TIA. The Trustee and the Collateral Trustee Agent may, to the extent permitted by Sections 7.01 and 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and such Opinion of Counselinstruments.

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

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

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

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

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

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

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

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

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

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

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

Certificates of the Company. The Company shall furnish to the Trustee and the Collateral Trustee, prior to each any proposed release of Collateral other than pursuant to the Security Agreementsexpress terms of the Pledge Agreement and the Note Pledge Agreement, (i) all documents, if any, * required by TIA (S)314(dSection 314(d) and (ii) an Opinion of Counsel, which may be rendered by internal counsel to the Company, to the effect that such accompanying documents constitute all documents required by TIA (S)314(dSection 314(d). The Trustee and the Collateral Trustee may, to the extent permitted by Sections 7.01 7.1 and 7.02 hereof7.2, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and such Opinion of Counsel.