Common use of Compliance Certificates and Opinions Clause in Contracts

Compliance Certificates and Opinions. Except as otherwise expressly provided in or under this Indenture, upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company will furnish to the Trustee an Officers’ Certificate stating that, in the opinion of the signers, all conditions precedent (including covenants 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, all such conditions precedent (including covenants compliance with which constitutes a condition 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. Each certificate or opinion with respect to which compliance with a condition provided for in this Indenture (other than an Officers’ Certificate provided under Section 9.08) must comply with the provisions of Section 314(e) of the Trust Indenture Act and must include:

Compliance Certificates and Opinions. Except as otherwise expressly provided in or under this Indenture, upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company will furnish to the Trustee an Officers’ Certificate stating that, in the opinion of the signers, all conditions precedent (including covenants 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, all such conditions precedent (including covenants compliance with which constitutes a condition 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. Each certificate or opinion with respect to which compliance with a condition provided for in this Indenture (other than an Officers’ Certificate provided under Section 9.089.07) must comply with the provisions of Section 314(e) of the Trust Indenture Act and must include:

Compliance Certificates and Opinions. Except as otherwise expressly provided in or under this Indenture, upon Upon any application or request by the Company Company, any Owner Trustee or any Loan Trustee to the Trustee to take any action under any provision of this IndentureBasic Agreement or, in respect of the Certificates of any series, this Agreement, the Company will Company, such Owner Trustee or such Loan Trustee, as the case may be, shall furnish to the Trustee an Officers’ ' Certificate stating that, in the opinion of the signers, all conditions precedent (including covenants compliance with which constitutes a condition precedent), if any, provided for in this Indenture Basic Agreement or this Agreement 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 (including covenants compliance with which constitutes a condition 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 Basic Agreement or this Agreement relating to such particular application or request, no additional certificate or opinion need be furnished. Each Every certificate or opinion with respect to which compliance with a condition or covenant provided for in this Indenture Basic Agreement or, in respect of the Certificates of any series, this Agreement (other than an Officers’ Certificate a certificate provided under pursuant to Section 9.088.04(d)) must comply with the provisions of Section 314(e) of the or any Trust Indenture Act and must Supplement shall include:

Compliance Certificates and Opinions. Except as otherwise expressly provided in or under this Indenture, upon Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company will and each other obligor on the Securities shall furnish to the Trustee an Officers’ Certificate in a form and substance reasonably acceptable to the Trustee stating that, in the opinion of the signers, that all conditions precedent (including covenants compliance with which constitutes a condition 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 in a form and substance reasonably acceptable to the Trustee stating that, that in the opinion of such counsel, counsel all such conditions precedent (including covenants compliance with which constitutes a condition 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 or any of them certificates and/or opinions is specifically required by any provision of this Indenture Indenture, relating to such particular application or request, no additional certificate or opinion need be furnished. Each Every certificate or opinion Opinion of Counsel with respect to which compliance with a condition or covenant provided for in this Indenture (other than an Officers’ Certificate provided under Section 9.08) must comply with the provisions of Section 314(e) of the Trust Indenture Act and must shall include:

Compliance Certificates and Opinions. Except as otherwise expressly provided in or under this Indenture, upon Upon any application or request by the Company Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Company Issuer will furnish to the Indenture Trustee (i) an Officers’ Officer's Certificate stating that, in the opinion of the signers, that all conditions precedent (including covenants compliance with which constitutes a condition 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, that in the opinion of such counsel, counsel all such conditions precedent (including covenants compliance with which constitutes a condition 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. Each The Indenture Trustee may rely, as to authorization by the Issuer of any class of Notes, the form and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other documents delivered pursuant to Section 310 and this Section, as applicable, in connection with the first authentication of Notes of such class. Every certificate or opinion with respect to which compliance with a condition or covenant provided for in this Indenture (other than an Officers’ Certificate provided under except for the written statement required by Section 9.081104) must comply with the provisions of Section 314(e) of the Trust Indenture Act and must will include:

Compliance Certificates and Opinions. Except as otherwise expressly provided in or under this Indenture, upon Upon any application or request by the Company or the Guarantor to the Trustee to take any action under any provision of this Indenture, the Company will or the Guarantor 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, in or an Opinion of Counsel and shall comply with the opinion requirements of the signers, Trust Indenture Act and any other requirements set forth in this Indenture. Such an Officers' Certificate shall state that all conditions precedent (including covenants 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 such Opinion of Counsel stating that, shall state that in the opinion of such counsel, counsel all such conditions precedent (including covenants compliance with which constitutes a condition 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 other provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Each Every certificate or opinion with respect to which compliance with a condition or covenant provided for in this Indenture (other than an Officers’ Certificate the certificate provided under Section 9.081008) must comply with the provisions of Section 314(e) of the Trust Indenture Act and must hereof shall include:

Compliance Certificates and Opinions. Except as otherwise expressly provided in or under this Indenture, upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company will furnish to the Trustee an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee stating that, in the opinion of the signers, all conditions precedent (including covenants 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 in form and substance reasonably satisfactory to the Trustee stating that, in the opinion of such counsel, all such conditions precedent (including covenants compliance with which constitutes a condition 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. Each certificate or opinion with respect to which compliance with a condition provided for in this Indenture (other than an Officers’ Certificate provided under Section 9.08907) must comply with the provisions of Section 314(e) of the Trust Indenture Act and must include:

Compliance Certificates and Opinions. Except as otherwise expressly provided in or under this Indenture, upon Upon any application or request by the Company Issuer or any Guarantor to the Trustee to take any action under any provision of this Indenture, the Company will Issuer or such Guarantor shall furnish to the Trustee an Officers’ Certificate stating that, in the opinion of the signers, that all conditions precedent (including covenants any covenant compliance with which constitutes a condition precedent), if any, provided for in this Indenture relating to the proposed action have that such action has been complied with and an Opinion of Counsel stating that, that in the opinion of such counsel, counsel that such action is authorized or permitted by this Indenture and that all such conditions precedent (including any covenants compliance with which constitutes a condition 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. Each Every certificate or opinion with respect to which compliance with a condition or covenant provided for in this Indenture (other than an Officers’ Certificate annual certificates provided under pursuant to Section 9.0811.08) must comply with the provisions of Section 314(e) of the Trust Indenture Act and must shall include:

Compliance Certificates and Opinions. Except as otherwise expressly provided in or under this Indenture, upon Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company will shall furnish to the Trustee an Officers’ ' Certificate stating that, in the opinion of the signers, that all conditions precedent (including covenants any covenants, 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, such action is authorized or permitted under this Indenture and that all such conditions precedent (including covenants any covenants, compliance with which constitutes a condition 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. Each such certificate or opinion shall be given in the form of an Officers' Certificate, if to be given by an officer of the Company, or an Opinion of Counsel, if to be given by counsel, and shall comply with the requirements of the Trust Indenture Act and any other requirements set forth in this Indenture. Every certificate or opinion with respect to which compliance with a condition or covenant provided for in this Indenture shall (other than an Officers’ Certificate except for certificates provided under in Section 9.0810.04) must comply with the provisions of Section 314(e) of the Trust Indenture Act and must include:,

Compliance Certificates and Opinions. Except as otherwise expressly provided in or under this Indenture, upon Upon any application or request by the Company Issuers (an "Issuers' Request") to the Trustee to take any action under any provision of this Indenture, the Company will Issuers and any other obligor on the Notes shall furnish to the Trustee an Officers’ ' Certificate in form and substance reasonably acceptable to the Trustee stating that, in the opinion of the signers, that all conditions precedent (including covenants compliance with which constitutes a condition 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 (including covenants compliance with which constitutes a condition 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. Each certificate or opinion with respect to which compliance with a condition or covenant provided for in this Indenture (other than an Officers’ Certificate including certificates provided under pursuant to Section 9.081016(a)) must comply with the provisions of Section 314(e) of the Trust Indenture Act and must shall include:

Compliance Certificates and Opinions. Except as otherwise expressly provided in or under this Indenture, upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company will furnish to the Trustee an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee stating that, in the opinion of the signers, all conditions precedent (including covenants 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 in form and substance reasonably satisfactory to the Trustee stating that, in the opinion of such counsel, all such conditions precedent (including covenants compliance with which constitutes a condition 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. Each certificate or opinion with respect to which compliance with a condition provided for in this Indenture (other than an Officers’ Certificate provided under Section 9.089.7) must comply with the provisions of Section 314(e) of the Trust Indenture Act and must include:

Compliance Certificates and Opinions. Except as otherwise expressly provided in or under this Indenture, upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company will furnish to the Trustee an Officers’ Certificate stating that, in the opinion of the signers, all conditions precedent (including covenants 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, all such conditions precedent (including covenants compliance with which constitutes a condition 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. Each certificate or opinion with respect to which compliance with a condition provided for in this Indenture (other than an Officers’ Certificate provided under Section 9.08907) must comply with the provisions of Section 314(e) of the Trust Indenture Act and must include:

Compliance Certificates and Opinions. Except as otherwise expressly provided in or under this Indenture, upon Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company will and any Guarantor (if applicable) and any other obligor on the Notes (if applicable) shall furnish to the Trustee an Officers’ Certificate in form and substance reasonably acceptable to the Trustee stating that, in the opinion of the signers, that all conditions precedent (including covenants compliance with which constitutes a condition 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 (including covenants compliance with which constitutes a condition 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 an Officers’ Certificate and an Opinion of them Counsel 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 certificate or opinion with respect to which compliance with a condition or covenant provided for in this Indenture (other than an Officers’ Certificate including without limitation certificates provided under pursuant to Section 9.081018(a)) must comply with the provisions of Section 314(e) of the Trust Indenture Act and must shall include:

Compliance Certificates and Opinions. Except as otherwise expressly provided in or under this Indenture, upon Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company will and each other obligor on the Notes shall furnish to the Trustee an Officers’ Certificate in a form and substance reasonably acceptable to the Trustee stating that, in the opinion of the signers, that all conditions precedent (including covenants compliance with which constitutes a condition 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 in a form and substance reasonably acceptable to the Trustee stating that, that in the opinion of such counsel, counsel all such conditions precedent (including covenants compliance with which constitutes a condition 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 or any of them certificates and/or opinions is specifically required by any provision of this Indenture Indenture, relating to such particular application or request, no additional certificate or opinion need be furnished. Each Every certificate or opinion Opinion of Counsel with respect to which compliance with a condition or covenant provided for in this Indenture (other than an Officers’ Certificate provided under Section 9.08) must comply with the provisions of Section 314(e) of the Trust Indenture Act and must shall include:

Compliance Certificates and Opinions. Except as otherwise expressly provided in or under this Indenture, upon Upon any application or request by the Company Issuer to the Subordinated Trustee for any series of Securities to take any action under any provision of this Subordinated Indenture, the Company will Issuer shall furnish to the such Subordinated Trustee an Officers’ Certificate stating that, in the opinion of the signers, that all conditions precedent (including covenants compliance with which constitutes a condition precedent), if any, provided for in this Subordinated Indenture relating to the proposed action have been complied with with, and an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent (including covenants compliance with which constitutes a condition precedent), if any, have been complied with, except provided 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 Subordinated Indenture relating to such particular application or request, request the requirements hereof and thereof may be satisfied by the same documents as contemplated by Section 1.03 such that no additional duplicate certificate or opinion need be furnished. Each Every certificate (other than certificates provided pursuant to Section 10.04) or opinion with respect to which compliance with a condition or covenant provided for in this Subordinated Indenture shall include the following (or such other than an Officers’ Certificate provided under Section 9.08) must comply with statements or information as the provisions of Section 314(e) of the Trust Indenture Act and must include:Subordinated Trustee may reasonably request):

Compliance Certificates and Opinions. Except as otherwise expressly provided in or under this Indenture, upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company will furnish to the Trustee an Officers’ Certificate in form reasonably satisfactory to the Trustee stating that, in the opinion of the signers, all conditions precedent (including covenants 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 in form reasonably satisfactory to the Trustee stating that, in the opinion of such counsel, all such conditions precedent (including covenants compliance with which constitutes a condition 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. Each certificate or opinion with respect to which compliance with a condition provided for in this Indenture (other than an Officers’ Certificate provided under Section 9.08907) must comply with the provisions of Section 314(e) of the Trust Indenture Act and must include:

Compliance Certificates and Opinions. Except as otherwise expressly provided in or under this Indenture, upon Upon any application or request by the Company Issuer to the Trustee to take any action under any provision of this Indenture, the Company will Issuer shall furnish to the Trustee an Officers’ Certificate stating that, in the opinion of the signers, that all conditions precedent (including covenants any covenant compliance with which constitutes a condition precedent), if any, provided for in this Indenture relating to the proposed action have that such action has been complied with and an Opinion of Counsel stating that, that in the opinion of such counsel, counsel that such action is authorized or permitted by this Indenture and that all such conditions precedent (including any covenants compliance with which constitutes a condition 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. Each Every certificate or opinion with respect to which compliance with a condition or covenant provided for in this Indenture (other than an Officers’ Certificate annual certificates provided under pursuant to Section 9.0811.08) must comply with the provisions of Section 314(e) of the Trust Indenture Act and must shall include:

Compliance Certificates and Opinions. Except as otherwise expressly provided in or under this Indenture, upon Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company will and any Guarantor (if applicable) and any other obligor on the Notes (if applicable) shall furnish to the Trustee an Officers’ ' Certificate in form and substance reasonably acceptable to the Trustee stating that, in the opinion of the signers, that all conditions precedent (including covenants compliance with which constitutes a condition 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 (including covenants compliance with which constitutes a condition 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 an Officers' Certificate and an Opinion of them Counsel 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 certificate or opinion with respect to which compliance with a condition or covenant provided for in this Indenture (other than an Officers’ Certificate including certificates provided under pursuant to Section 9.081018(a)) must comply with the provisions of Section 314(e) of the Trust Indenture Act and must shall include:

Compliance Certificates and Opinions. Except as otherwise expressly provided in or under this Indenture, upon Upon any application or request by the Company Issuer to the Trustee to take any action under any provision of this Indenture, the Company will Issuer shall furnish to the Trustee an Officers’ Officer’s Certificate stating that, in the opinion of the signerssigner thereof in his or her capacity as such, all conditions precedent (including covenants compliance with which constitutes a condition precedent), if any, provided for in this Indenture or any other Deal Document 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 (including covenants compliance with which constitutes a condition 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 or any of them is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate Officer’s Certificate or opinion Opinion of Counsel pursuant to this Section 1.2 need be furnished. Each certificate Every Officer’s Certificate or opinion Opinion of Counsel with respect to which compliance with a condition precedent or covenant provided for in this Indenture (Indenture, any other than an Officers’ Certificate provided under Section 9.08) must comply with the provisions of Section 314(e) of the Trust Indenture Act and must Deal Document, any indenture supplemental hereto or any agreement supplemental to any Deal Document, shall include:

Compliance Certificates and Opinions. Except as otherwise expressly provided in or under this Indenture, upon Upon any application or request by the Company Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Company will Issuer shall furnish to the Indenture Trustee (i) an Officers’ Officer's Certificate stating that, in the opinion of the signers, that all conditions precedent (including covenants compliance with which constitutes a condition 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, that in the opinion of such counsel, counsel all such conditions precedent (including covenants compliance with which constitutes a condition 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. Each The Indenture Trustee may rely, as to authorization by the Issuer of any Class of Notes, the form and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other documents delivered pursuant to Section 3.10 and this Section, as applicable, in connection with the first authentication of Notes of such Class. Every certificate or opinion with respect to which compliance with a condition or covenant provided for in this Indenture (other than an Officers’ Certificate provided under except for the written statement required by Section 9.0811.04) must comply with the provisions of Section 314(e) of the Trust Indenture Act and must shall include:

Compliance Certificates and Opinions. Except as otherwise expressly provided in or under this Indenture, upon Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company will shall furnish to the Trustee an Officers’ ' Certificate stating that, in the opinion of the signers, that all conditions precedent (including any covenants compliance with which constitutes a condition precedent), if any, provided for in this Indenture relating to the proposed action have been complied with and and, if reasonably requested by the Trustee, an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent (including any covenants compliance with which constitutes a condition 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. Each Every certificate or opinion with respect to which compliance with a condition or covenant provided for in this Indenture (other than an Officers’ Certificate annual certificates provided under pursuant to Section 9.0810.7) must comply with the provisions of Section 314(e) of the Trust Indenture Act and must shall include:

Compliance Certificates and Opinions. Except as otherwise expressly provided in or under this Indenture, upon Upon any application or request by the Company Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Company Issuer will furnish to the Indenture Trustee (1) an Officers’ Officer’s Certificate stating that, in the opinion of the signers, that all conditions precedent (including covenants compliance with which constitutes a condition precedent), if any, provided for in this Indenture relating to the proposed action have been complied with and (2) unless the Indenture Trustee waives the requirement of delivery thereof, an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent (including covenants compliance with which constitutes a condition 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. Each No such certificate or opinion shall be required in any instance where 100% of the Noteholders and any applicable Derivative Counterparty have consented to the related amendment, modification, or action. Every certificate or opinion with respect to which compliance with a condition or covenant provided for in this Indenture (other than an Officers’ Certificate provided under Section 9.08) must comply with the provisions of Section 314(e) of the Trust Indenture Act and must will include:

Compliance Certificates and Opinions. Except as otherwise expressly provided in or under this Indenture, upon Upon any application or request by the Company to the Trustee to take or refrain from taking any action under any provision of this Indenture, the Company will shall furnish to the Trustee an Officers’ ' Certificate in form and substance satisfactory to the Trustee stating that, in the opinion of the signerssigners thereof, all conditions precedent (including covenants compliance with which constitutes a condition precedent)and covenants, 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 satisfactory to the Trustee stating that, in the opinion of such counsel, all such conditions precedent (including covenants compliance with which constitutes a condition 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. Each certificate such Officers' Certificate and Opinion of Counsel shall comply with the requirements of the Trust Indenture Act and any other requirements set forth in this Indenture. Every Officers' Certificate or opinion with respect to which compliance with a condition Opinion of Counsel provided for in this Indenture (other than an Officers’ Certificate a certificate provided under Section 9.08) must comply with the provisions of Section 314(e) of the pursuant to Trust Indenture Act and must Section 314(a)(4)) (including certificates provided for in Section 10.6 or Section 10.10) shall include:

Compliance Certificates and Opinions. Except as otherwise expressly provided in or under this Indenture, upon Upon any application or request by the Company Company, Parent or a Guarantor to the Trustee to take any action under any provision of this Indenture, the Company will Company, Parent or such Guarantor, as applicable, shall furnish to the Trustee an Officers’ Certificate stating that, in the opinion of the signers, that all conditions precedent (including covenants 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, that in the opinion of such counsel, counsel all such conditions precedent (including covenants compliance with which constitutes a condition 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; provided, however that no such Officers’ Certificate and Opinion of Counsel will be required for the initial issuance of Securities under this Indenture. Each Every certificate or opinion with respect to which compliance with a covenant or condition provided for in this Indenture (other than an Officers’ Certificate provided under pursuant to Section 9.081004) must comply with the provisions of Section 314(e) of the Trust Indenture Act and must shall include:

Compliance Certificates and Opinions. Except as otherwise expressly provided in or under this Indenture, upon Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company will shall furnish to the Trustee an Officers’ Certificate stating that, in the opinion of the signers, that all conditions precedent (including covenants compliance with which constitutes a condition 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 (including covenants compliance with which constitutes a condition 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 furnishedfurnished and such other certificates and opinions as may be required under the Trust Indenture Act. Each such certificate or opinion with respect to which compliance with a condition provided for shall be given in this Indenture (other than the form of an Officers’ Certificate provided under Section 9.08) must Certificate, if to be given by an officer of the Company, or an Opinion of Counsel, if to be given by counsel, and shall comply with the provisions of Section 314(e) requirements of the Trust Indenture Act and must any other requirements set forth in this Indenture. Every certificate (other than a certificate pursuant to Section 314(a)(4) of the Trust Indenture Act) or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:,

Compliance Certificates and Opinions. Except as otherwise expressly provided in or under this Indenture, upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company will furnish to the Trustee an Officers’ Certificate in a form reasonably satisfactory to the Trustee stating that, in the opinion of the signers, all conditions precedent (including covenants compliance with 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 in a form reasonably satisfactory to the Trustee stating that, in the opinion of such counsel, all such conditions precedent (including covenants compliance with with, which constitutes a condition 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. Each certificate or opinion with respect to which compliance with a condition provided for in this Indenture (other than an Officers’ Certificate provided under Section 9.089.06) must comply with the provisions of Section 314(e) of the Trust Indenture Act and must include:

Compliance Certificates and Opinions. Except as otherwise expressly provided in or under this Indenture, upon Upon any application or request by the Company Issuer to the Trustee to take any action under any provision of this Indenture, the Company will Issuer shall furnish to the Trustee an Officers’ Certificate stating that, in the opinion of the signers, that all conditions precedent (including covenants 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, that in the opinion of such counsel, counsel such action is authorized or permitted by this Indenture and all such conditions precedent (including any covenants compliance with which constitutes a condition 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. Each Every certificate or opinion with respect to which compliance with a condition or covenant provided for in this Indenture (other than an Officers’ Certificate annual certificates provided under pursuant to Section 9.0810.08) must comply with the provisions of Section 314(e) of the Trust Indenture Act and must shall include:

Compliance Certificates and Opinions. Except as otherwise expressly provided in or under this Indenture, upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company will furnish to the Trustee an Officers’ Certificate in form reasonably satisfactory to the Trustee stating that, in the opinion of the signers, all conditions precedent (including covenants 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 in form reasonably satisfactory to the Trustee stating that, in the opinion of such counsel, all such conditions precedent (including covenants compliance with which constitutes a condition 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. Each certificate or opinion with respect to which compliance with a condition provided for in this Indenture (other than an Officers’ Certificate provided under Section 9.089.07) must comply with the provisions of Section 314(e) of the Trust Indenture Act and must include:

Compliance Certificates and Opinions. Except as otherwise expressly provided in or under pursuant to this Indenture, upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company will shall furnish to the Trustee an Officers’ Certificate stating that, in the opinion of the signers, that all conditions precedent (including covenants 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, all such conditions precedent (including covenants compliance with which constitutes a condition 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. Each certificate or opinion with respect to which compliance with a condition or covenant provided for in this Indenture (other than an Officers’ Certificate a certificate provided under Section 9.08pursuant to Trust Indenture Act §314(a)(4)) must comply with the provisions of Section 314(e) of the Trust Indenture Act §314(e) and must include:

Compliance Certificates and Opinions. Except as otherwise expressly provided in or under this Indenture, upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company will furnish to the Trustee an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee stating that, in the opinion of the signers, all conditions precedent (including any covenants the 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 in form and substance reasonably satisfactory to the Trustee stating that, in the opinion of such counsel, all such conditions precedent (including covenants compliance with which constitutes a condition 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. Each certificate or opinion with respect to which compliance with a condition provided for in this Indenture (other than an Officers’ Certificate provided under Section 9.08907) must comply with the provisions of Section 314(e) of the Trust Indenture Act and must include:

Compliance Certificates and Opinions. Except as otherwise expressly provided in or under by this Indenture, upon any application or request by the Company Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Company will Issuer shall furnish to the Indenture Trustee an Officers’ Officer's Certificate stating that, in the opinion of the signers, that all conditions precedent (including covenants compliance with which constitutes a condition precedent), if any, provided for in this Indenture relating to the proposed action have been complied with and and, if requested by the Indenture Trustee, an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent (including covenants compliance with which constitutes a condition 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, including any request to authenticate and deliver Notes of any series pursuant to Section 3.03 hereof, no additional certificate or opinion need be furnishedfurnished pursuant to this Section 1.03. Each Every certificate or opinion with respect to which compliance with a condition or covenant provided for in this Indenture (Indenture, other than an Officers’ Certificate certificates provided under pursuant to Section 9.087.04(4) must comply with the provisions of Section 314(e) of the Trust Indenture Act and must hereof, shall include:

Compliance Certificates and Opinions. Except as otherwise expressly provided in or under this Indenture, upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company will furnish to the Trustee an Officers’ Certificate stating that, in the opinion of the signers, all conditions precedent (including covenants 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, all such conditions precedent (including covenants compliance with which constitutes a condition 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. Each certificate or opinion with respect to which compliance with a condition provided for in this Indenture (other than an Officers’ Certificate provided under Section 9.089.06) must comply with the provisions of Section 314(e) of the Trust Indenture Act and must include:

Compliance Certificates and Opinions. Except as otherwise expressly provided in or under this Indenture, upon Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company will shall furnish to the Trustee an Officers’ Certificate stating that, in the opinion of the signers, that all conditions precedent (including covenants 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, that in the opinion of such counsel, all such conditions precedent (including covenants compliance with which constitutes a condition 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. Each such certificate or opinion shall be given in the form of an Officers’ Certificate, if to be given by an officer of the Company, or an Opinion of Counsel, if to be given by counsel, and shall comply with the requirements of the Trust Indenture Act and any other requirement set forth in this Indenture. Every certificate or opinion with respect to which compliance with a condition or covenant provided for in this Indenture (other than an Officers’ Certificate provided under Section 9.08) must comply with the provisions of Section 314(e) of the Trust Indenture Act and must shall include:

Compliance Certificates and Opinions. Except as otherwise expressly provided in or under this Indenture, upon Upon any application or request by the Company Issuers (an “Issuers’ Request”) to the Trustee to take any action under any provision of this Indenture, the Company will Issuers and any other obligor on the Notes shall furnish to the Trustee an Officers’ Certificate in form and substance reasonably acceptable to the Trustee stating that, in the opinion of the signers, that all conditions precedent (including covenants compliance with which constitutes a condition 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 (including covenants compliance with which constitutes a condition 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. Each certificate or opinion with respect to which compliance with a condition or covenant provided for in this Indenture (other than an Officers’ Certificate certificates provided under pursuant to Section 9.081016(a)) must comply with the provisions of Section 314(e) of the Trust Indenture Act and must shall include:

Compliance Certificates and Opinions. Except as otherwise expressly provided in or under this Indenture, upon Upon any written application or written request by the Company or the Guarantor to the Trustee to take any action under any provision of this Indenture, the Company will or the Guarantor, as the case may be, shall furnish to the Trustee an Officers’ Officer's Certificate stating that, in the opinion of the signers, that all conditions precedent (including covenants compliance with which constitutes a condition 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 (including covenants compliance with which constitutes a condition 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, and each such Officer's Certificate or Opinion of Counsel shall comply with the requirements of the Trust Indenture Act and any other requirements set forth in this Indenture. Each Every certificate or opinion with respect to which compliance with a covenant or condition provided for in this Indenture (other than an Officers’ Certificate provided under pursuant to Section 9.081004) must comply with the provisions of Section 314(e) of the Trust Indenture Act and must shall include:

Compliance Certificates and Opinions. Except as otherwise expressly provided in or under this Indenture, upon Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company will shall furnish to the Trustee an Officers’ Officer’s Certificate stating that, in the opinion of the signers, that all conditions precedent (including covenants compliance with which constitutes a condition 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 (including covenants compliance with which constitutes a condition 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 furnishedfurnished and such other certificates and opinions as may be required under the Trust Indenture Act. Each such certificate or opinion with respect to which compliance with a condition provided for shall be given in this Indenture (other than the form of an Officers’ Certificate provided under Section 9.08) must Certificate, if to be given by an officer of the Company, or an Opinion of Counsel, if to be given by counsel, and shall comply with the provisions of Section 314(e) requirements of the Trust Indenture Act and must any other requirements set forth in this Indenture. Every certificate (other than a certificate pursuant to Section 314(a)(4) of the Trust Indenture Act) or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:,

Compliance Certificates and Opinions. Except as otherwise expressly provided in or under this Indenture, upon Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company will shall furnish to the Trustee an Officers’ ' Certificate stating that, in the opinion of the signers, that all conditions precedent (including covenants any covenants, 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, that in the opinion of such counsel, counsel that such action is authorized or permitted under this Indenture and that all such conditions precedent (including covenants any covenants, compliance with which constitutes a condition 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. Each Every certificate or opinion with respect to which compliance with a condition or covenant provided for in this Indenture (other than an Officers’ Certificate annual certificates provided under pursuant to Section 9.085.10) must comply with the provisions of Section 314(e) of the Trust Indenture Act and must shall include:

Compliance Certificates and Opinions. Except as otherwise expressly provided in or under this Indenture, upon Upon any application or request by the Company Issuer to the Subordinated Trustee for any series of Securities to take any action under any provision of this Subordinated Indenture, the Company will Issuer shall furnish to the such Subordinated Trustee an Officers’ Certificate stating that, in the opinion of the signers, that all conditions precedent (including covenants compliance with which constitutes a condition precedent), if any, provided for in this Subordinated Indenture relating to the proposed action have been complied with with, and an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent (including covenants compliance with which constitutes a condition precedent), if any, have been complied with, except provided 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 Subordinated Indenture relating to such particular application or request, the requirements hereof and thereof may be satisfied by the same documents as contemplated by Section 1.03 such that no additional duplicate certificate or opinion need be furnished. Each Every certificate (other than certificates provided pursuant to Section 10.04) or opinion with respect to which compliance with a condition or covenant provided for in this Subordinated Indenture shall include the following (or such other than an Officers’ Certificate provided under Section 9.08) must comply with statements or information as the provisions of Section 314(e) of the Trust Indenture Act and must include:Subordinated Trustee may reasonably request):

Compliance Certificates and Opinions. Except as otherwise expressly provided in or under this Indenture, upon Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company will shall furnish to the Trustee an Officers’ Certificate stating that, in the opinion of the signers, that all conditions precedent (including covenants 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, that in the opinion of such counsel, counsel all such conditions precedent (including covenants compliance with which constitutes a condition 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. Each Every certificate or opinion with respect to which compliance with a condition or covenant provided for in this Indenture (other than an Officers’ Certificate except for certificates provided under for in Section 9.081004) must comply with shall include: (1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the provisions of Section 314(e) of the Trust Indenture Act and must include:definitions herein relating thereto;

Compliance Certificates and Opinions. Except as otherwise expressly provided in or under this Indenture, upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company will furnish to the Trustee an Officers’ Certificate stating that, in the opinion of the signers, all conditions precedent (including covenants 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, all such conditions precedent (including covenants compliance with which constitutes a condition 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. Each certificate or opinion with respect to which compliance with a condition provided for in this Indenture (other than an Officers’ Certificate provided under Section 9.089.07) must comply with the provisions of Section 314(e) of the Trust Indenture Act and must include:

Compliance Certificates and Opinions. Except as otherwise expressly provided in or under this Indenture, upon Upon any application or request by the Company Issuer or any Guarantor to the Trustee to take any action under any provision of this Indenture, the Company will Issuer or such Guarantor shall furnish to the Trustee an Officers’ Certificate stating that, in the opinion of the signers, that all conditions precedent (including covenants any covenant compliance with which constitutes a condition precedent), if any, provided for in this Indenture relating to the proposed action have that such action has been complied with and an Opinion of Counsel stating that, that in the opinion of such counsel, counsel that such action is authorized or permitted by this indenture and that all such conditions precedent (including any covenants compliance with which constitutes a condition 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. Each Every certificate or opinion with respect to which compliance with a condition or covenant provided for in this Indenture (other than an Officers’ Certificate annual certificates provided under pursuant to Section 9.0811.08) must comply with the provisions of Section 314(e) of the Trust Indenture Act and must shall include:

Compliance Certificates and Opinions. Except as otherwise expressly provided in or under this Indenture, upon Upon any application or request by the Company Issuer or any Guarantor to the Trustee to take any action under any provision of this Indenture, the Company will Issuer or any Guarantor shall furnish to the Trustee an Officers’ Certificate stating that, in the opinion of the signers, that all conditions precedent (including covenants any covenant compliance with which constitutes a condition precedent), if any, provided for in this Indenture relating to the proposed action have that such action has been complied with and an Opinion of Counsel stating that, that in the opinion of such counsel, counsel that such action is authorized or permitted by this Indenture and that all such conditions precedent (including any covenants compliance with which constitutes a condition 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. Each Every certificate or opinion with respect to which compliance with a condition or covenant provided for in this Indenture (other than an Officers’ Certificate annual certificates provided under pursuant to Section 9.0811.08) must comply with the provisions of Section 314(e) of the Trust Indenture Act and must shall include:

Compliance Certificates and Opinions. Except as otherwise expressly provided in or under this Indenture, upon Upon any application or request by the Company Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Company Issuer will furnish to the Indenture Trustee (1) an Officers’ Officer’s Certificate stating that, in the opinion of the signers, that all conditions precedent (including covenants compliance with which constitutes a condition precedent), if any, provided for in this Indenture relating to the proposed action have been complied with and (2) unless the Indenture Trustee waives the requirement of delivery, an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent (including covenants compliance with which constitutes a condition 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. Each No such certificate or opinion shall be required in any instance where 100% of the Noteholders and any applicable Derivative Counterparty have consented to the related amendment, modification, or action. Every certificate with respect to which compliance with a condition or covenant provided for in this Indenture (other than an Officers’ Certificate provided under Section 9.08) must comply with the provisions of Section 314(e) of the Trust Indenture Act and must will include:

Compliance Certificates and Opinions. Except as otherwise expressly provided in or under this Indenture, upon Upon any application or request by the Company Issuer or any Guarantor to the Trustee to take any action under any provision of this Indenture, the Company will Issuer or such Guarantor shall furnish to the Trustee an Officers’ ' Certificate stating that, in the opinion of the signers, that all conditions precedent (including covenants any covenant compliance with which constitutes a condition precedent), if any, provided for in this Indenture relating to the proposed action that such action have been complied with and an Opinion of Counsel stating that, that in the opinion of such counsel, counsel that such action is authorized or permitted by this Indenture and that all such conditions precedent (including any covenants compliance with which constitutes a condition 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. Each Every certificate or opinion with respect to which compliance with a condition or covenant provided for in this Indenture (other than an Officers’ Certificate annual certificates provided under pursuant to Section 9.0811.08) must comply with the provisions of Section 314(e) of the Trust Indenture Act and must shall include:

Compliance Certificates and Opinions. Except as otherwise expressly provided in or under this Indenture, upon Upon any application or request by the Company or any Guarantor to the Trustee to take any action under any provision of this Indenture, the Company will and such Guarantor, as the case may be, shall furnish to the Trustee an Officers’ Officer's Certificate in form and substance reasonably acceptable to the Trustee stating that, in the opinion of the signers, that all conditions precedent (including covenants compliance with which constitutes a condition 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 (including covenants compliance with which constitutes a condition 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. Each certificate or opinion with respect to which compliance with a condition or covenant provided for in this Indenture (other than an Officers’ Certificate a certificate provided under pursuant to TIA Section 9.08) 314(a)(4)), including certificates provided pursuant to Section 1018(a), must comply with the provisions of TIA Section 314(e) of the Trust Indenture Act and must shall include:

Compliance Certificates and Opinions. Except as otherwise expressly provided in or under this Indenture, upon Upon any application or request by the Company to the Trustee to take or refrain from taking any action under any provision of this Indenture, the Company will shall furnish to the Trustee an Officers’ ' Certificate in form and substance satisfactory to the Trustee stating that, in the opinion of the signerssigners thereof, all conditions precedent (including covenants compliance with which constitutes a condition precedent)and covenants, 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 satisfactory to the Trustee stating that, in the opinion of such counsel, all such conditions precedent (including covenants compliance with which constitutes a condition 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. Each certificate such Officers' Certificate and Opinion of Counsel shall comply with the requirements of the Trust Indenture Act and any other requirements set forth in this Indenture. Every Officers' Certificate or opinion with respect to which compliance with a condition Opinion of Counsel provided for in this Indenture (other than an Officers’ Certificate a certificate provided under Section 9.08) must comply with the provisions of Section 314(e) of the pursuant to Trust Indenture Act and must Section 314(a)(4)) (including certificates provided for in Section 10.6 or Section 10.8) shall include:

Compliance Certificates and Opinions. Except as otherwise expressly provided in or under this Indenture, upon Upon any application or request by the Company Issuer or any Guarantor to the Trustee to take any action under any provision of this Indenture, the Company will Issuer or such Guarantor shall furnish to the Trustee an Officers’ ' Certificate stating that, in the opinion of the signers, that all conditions precedent (including covenants any covenant compliance with which constitutes a condition precedent), if any, provided for in this Indenture relating to the proposed action have that such action has been complied with and an Opinion of Counsel stating that, that in the opinion of such counsel, counsel that such action is authorized or permitted by this Indenture and that all such conditions precedent (including any covenants compliance with which constitutes a condition 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. Each Every certificate or opinion with respect to which compliance with a condition or covenant provided for in this Indenture (other than an Officers’ Certificate annual certificates provided under pursuant to Section 9.0811.08) must comply with the provisions of Section 314(e) of the Trust Indenture Act and must shall include:

Compliance Certificates and Opinions. Except as otherwise expressly provided in or under this Indenture, upon Upon any application or request by the Company to the Trustee to take or refrain from taking any action under any provision of this Indenture, the Company will shall furnish to the Trustee an Officers’ Certificate in form and substance satisfactory to the Trustee stating that, in the opinion of the signerssigners thereof, all conditions precedent (including covenants compliance with which constitutes a condition precedent)and covenants, 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 satisfactory to the Trustee stating that, in the opinion of such counsel, all such conditions precedent (including covenants compliance with which constitutes a condition 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. Each certificate such Officers’ Certificate and Opinion of Counsel shall comply with the requirements of the Trust Indenture Act and any other requirements set forth in this Indenture. Every Officers’ Certificate or opinion with respect to which compliance with a condition Opinion of Counsel provided for in this Indenture (other than an Officers’ Certificate a certificate provided under Section 9.08) must comply with the provisions of Section 314(e) of the pursuant to Trust Indenture Act and must Section 314(a)(4)) (including certificates provided for in Section 10.6 or Section 10.9) shall include:

Compliance Certificates and Opinions. Except as otherwise expressly provided in or under this Indenture, upon Upon any application or request by the Company Issuer to the Trustee to take any action under any provision of this Indenture, the Company will Issuer and any other obligor on the New Discount Notes (if applicable) shall furnish to the Trustee an Officers’ ' Certificate in form and substance reasonably acceptable to the Trustee stating that, in the opinion of the signers, that all conditions precedent (including covenants compliance with which constitutes a condition 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 (including covenants compliance with which constitutes a condition 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. Each certificate or opinion with respect to which compliance with a condition or covenant provided for in this Indenture (other than an Officers’ Certificate including certificates provided under pursuant to Section 9.081019(a)) must comply with the provisions of Section 314(e) of the Trust Indenture Act and must shall include:

Compliance Certificates and Opinions. Except as otherwise expressly provided in or under this Indenture, upon Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company will shall furnish to the Trustee an Officers’ ' Certificate stating that, in the opinion of the signers, that all conditions precedent (including covenants 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, that in the opinion of such counsel, counsel all such conditions precedent (including covenants compliance with which constitutes a condition 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. Each Every certificate or opinion with respect to which compliance with a condition or covenant provided for in this Indenture (other than an the Officers’ ' Certificate provided under required by Section 9.085.05) must comply with shall include: (i) a statement that each individual signing such certificate or opinion has read such covenant or condition and the provisions of Section 314(e) of the Trust Indenture Act and must include:definitions herein relating thereto; 15

Compliance Certificates and Opinions. Except as otherwise expressly provided in or under this Indenture, upon Upon any application or request by the Company to the Trustee to take or refrain from taking any action under any provision of this Indenture, the Company will shall furnish to the Trustee an Officers’ Certificate in form and substance satisfactory to the Trustee stating that, in the opinion of the signerssigners thereof, all conditions precedent (including covenants compliance with which constitutes a condition precedent)and covenants, 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 satisfactory to the Trustee stating that, in the opinion of such counsel, all such conditions precedent (including covenants compliance with which constitutes a condition 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. Each certificate such Officers’ Certificate and Opinion of Counsel shall comply with the requirements of the Trust Indenture Act and any other requirements set forth in this Indenture. Every Officers’ Certificate or opinion with respect to which compliance with a condition Opinion of Counsel provided for in this Indenture (other than an Officers’ Certificate a certificate provided under Section 9.08) must comply with the provisions of Section 314(e) of the pursuant to Trust Indenture Act and must Section 314(a)(4)) (including certificates provided for in Section 10.6 or Section 10.10) shall include:

Compliance Certificates and Opinions. Except as otherwise expressly provided in or under this Indenture, upon Upon any application or request by the Company Company, any Owner Trustee or any Indenture Trustee to the Trustee to take any action under any provision of this IndentureBasic Agreement or any Trust Supplement, the Company will Company, such Owner Trustee or such Indenture Trustee, as the case may be, shall furnish to the Trustee an Officers’ (i) Officer’s Certificate stating that, in the opinion of the signerssigner, all conditions precedent (including covenants compliance with which constitutes a condition precedent), if any, provided for in this Indenture Basic Agreement or the applicable Trust Supplement relating to the proposed action have been complied with and with, (ii) an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent (including covenants compliance with which constitutes a condition 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 Basic Agreement or any Trust Supplement relating to such particular application or request, no additional certificate or opinion need be furnished, and (iii) in the case of conditions precedent compliance with which is subject to verification by accountants, a certificate or opinion of an accountant that satisfies Section 314(c)(3) of the Trust Indenture Act. Each Every certificate or opinion with respect to which compliance with a condition or covenant provided for in this Indenture (other than an Officers’ Certificate provided under Section 9.08) must comply with the provisions of Section 314(e) of the Basic Agreement or any Trust Indenture Act and must Supplement shall include:

Compliance Certificates and Opinions. Except as otherwise expressly provided in or under this Indenture, upon Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company will shall furnish to the Trustee an Officers’ ' Certificate stating that, in the opinion of the signers, that all conditions precedent (including covenants any covenants, 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, that in the opinion of such counsel, counsel that such action is authorized or permitted under this Indenture and that all such conditions precedent (including covenants any covenants, compliance with which constitutes a condition 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. Each Every certificate or opinion with respect to which compliance with a condition or covenant provided for in this Indenture (other than an Officers’ Certificate annual certificates provided under pursuant to Section 9.0810.06) must comply with the provisions of Section 314(e) of the Trust Indenture Act and must shall include: