Common use of Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee Clause in Contracts

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officer’s Certificate and Opinion of Counsel stating that in the opinion of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.08) shall include (i) a statement that the Person making such certificate has read such covenant or condition; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iii) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether or not, in the judgment of such Person, such covenant or condition has been complied with. Notwithstanding anything to the contrary in this Section 17.06, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall shall, if requested by the Trustee, furnish to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that in such action is permitted by the opinion terms of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfiedIndenture. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.084.09) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has action is permitted by this Indenture and that all covenants and conditions precedent in the Indenture have been complied with. Notwithstanding anything to the contrary in this Section 17.06, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officer’s Certificate and Opinion of Counsel stating that in the opinion of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.084.09) shall include (i) a statement that the Person making such certificate has read such covenant or condition; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iii) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether or not, in the judgment of such Person, such covenant or condition has been complied with. Notwithstanding anything to the contrary in this Section 17.06, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall shall, if requested by the Trustee, furnish to the Trustee an Officer’s Certificate and Opinion of Counsel stating that in such action is permitted by the opinion terms of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfiedIndenture. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.08, Section 7.02(h) and Section 8.04) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has action is permitted by this Indenture and that all conditions precedent to such action have been complied with; provided that no Opinion of Counsel shall be required to be delivered in connection with (1) the original issuance of Notes on the date hereof under this Indenture, (2) the mandatory exchange of the restricted CUSIP of the Restricted Securities to an unrestricted CUSIP pursuant to the applicable procedures of the Depositary upon the Notes becoming freely tradable by non-Affiliates of the Company under Rule 144, or (3) a request by the Company that the Trustee deliver a notice to Holders under this Indenture where the Trustee receives an Officer’s Certificate with respect to such notice. With respect to matters of fact, an Opinion of Counsel may rely on an Officer’s Certificate or certificates of public officials. Notwithstanding anything to the contrary in this Section 17.0617.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request, such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officer’s Certificate and and, if requested by the Trustee, an Opinion of Counsel stating that in the opinion of the signors, all conditions precedent and (including any covenants, if any, provided for compliance with which constitutes a condition precedent) to such action in this Indenture relating have been complied with; provided that no Opinion of Counsel shall be required to be delivered in connection with the removal of the restricted CUSIP of the Restricted Securities to an unrestricted CUSIP pursuant to the proposed action have been satisfiedApplicable Procedures upon the Notes becoming freely tradable by non-Affiliates of the Company under Rule 144, unless a new Note is to be issued and authenticated (in which case the Opinion of Counsel required by Section 2.04 shall be delivered); provided further that no Opinion of Counsel shall be required to be delivered in connection with a request by the Company that the Trustee deliver a notice to Holders under the Indenture where the Trustee receives an Officer’s Certificate with respect to such notice. With respect to matters of fact, an Opinion of Counsel may rely on an Officer’s Certificate or certificates of public officials. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with conditions precedent under this Indenture (other than the Officer’s Certificates provided for in Section 4.08) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has conditions have been complied with; and (ivd) a statement as to whether or not, in the judgment of such Person, such covenant or condition has that all conditions precedent thereto have been complied with. Notwithstanding anything to the contrary in this Section 17.0617.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officer’s Officers’ Certificate and Opinion of Counsel stating that in the opinion of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfiedcomplied with. Each Officer’s Officers’ Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Officers’ Certificates provided for in Section 4.08) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied with; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has been complied with. Notwithstanding anything to the contrary in this Section 17.06, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officer’s Certificate and and, if requested by the Trustee, an Opinion of Counsel stating that such action is permitted by the terms of this Indenture; provided that no Opinion of Counsel shall be required to be delivered in connection with a request by the opinion Company that the Trustee deliver a notice to Holders under the Indenture where the Trustee receives an Officer’s Certificate with respect to such notice. With respect to matters of the signorsfact, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfiedan Opinion of Counsel may rely on an Officer’s Certificate or certificates of public officials. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.08) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has action is permitted by this Indenture and that all conditions precedent thereto have been complied with. Notwithstanding anything to the contrary in this Section 17.0617.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officer’s Officers’ Certificate and Opinion of Counsel stating that in the opinion of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied. Each Officer’s Officers’ Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Officers’ Certificates provided for in Section 4.08) shall include (i) a statement that the Person making such certificate has read such covenant or condition; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iii) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether or not, in the judgment of such Person, such covenant or condition has been complied with. Notwithstanding anything to the contrary in this Section 17.06, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company Trustee shall furnish be entitled to receive: (a) an Officers’ Certificate in form reasonably satisfactory to the Trustee an Officer’s Certificate and Opinion of Counsel stating that that, in the opinion of the signorssigners, all conditions precedent and (including any covenants, compliance with which constitutes a condition precedent), if any, provided for in this Indenture relating to the proposed action have been satisfied. Each Officer’s Certificate complied with; and (b) an Opinion of Counsel in form reasonably satisfactory to the Trustee stating that, in the opinion of such counsel, all such conditions precedent (including any covenants, compliance with which constitutes a condition precedent) have been complied with. Each Officers’ Certificate provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Officers’ Certificates provided for in Section 4.08) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or action is permitted by this Indenture and as to whether all conditions precedent (including any covenants, compliance with which constitutes a condition has precedent), if any, provided for in this Indenture relating to the proposed action have been complied with; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or action is permitted by this Indenture and all such conditions precedent (including any covenants, compliance with which constitutes a condition has precedent) have been complied with. Notwithstanding anything to the contrary in this Section 17.06, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officer’s Certificate and Opinion of Counsel stating that in such action is permitted by the opinion terms of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfiedIndenture. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.08) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has action is permitted by this Indenture and that all conditions precedent to such action have been complied with; provided that no Opinion of Counsel shall be required to be delivered in connection with (1) the original issuance of Notes on the date hereof under this Indenture, (2) the mandatory exchange of the restricted CUSIP of the Restricted Securities to an unrestricted CUSIP pursuant to the applicable procedures of the Depositary upon the Notes becoming freely tradable by non-Affiliates of the Company under Rule 144, or (3) a request by the Company that the Trustee deliver a notice to Holders under the Indenture where the Trustee receives an Officer’s Certificate with respect to such notice. With respect to matters of fact, an Opinion of Counsel may rely on an Officer’s Certificate or certificates of public officials. Notwithstanding anything to the contrary in this Section 17.0617.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall shall, if requested by the Trustee, furnish to the Trustee an Officer’s Certificate and Opinion of Counsel stating that in such action is permitted by the opinion terms of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfiedIndenture. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.08) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has action is permitted by this Indenture and that all conditions precedent to such action have been complied with; provided that no Opinion of Counsel shall be required to be delivered in connection with (1) the original issuance of Notes on the date hereof under this Indenture, (2) the mandatory exchange of the restricted CUSIP of the Restricted Securities to an unrestricted CUSIP pursuant to the applicable procedures of the Depositary upon the Notes becoming freely tradable by non-Affiliates of the Company under Rule 144, or (3) a request by the Company that the Trustee deliver a notice to Holders under the Indenture where the Trustee receives an Officer’s Certificate with respect to such notice. With respect to matters of fact, an Opinion of Counsel may rely on an Officer’s Certificate or certificates of public officials. Notwithstanding anything to the contrary in this Section 17.0617.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request, such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, including Section 2.04, the Company shall shall, if requested by the Trustee, furnish to the Trustee an Officer’s Officers’ Certificate and and/or an Opinion of Counsel Counsel, as the case may be, stating that in such action is permitted by the opinion terms of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfiedIndenture. Each Officer’s Officers’ Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Officers’ Certificates provided for in Section 4.084.09) shall include (ia) a statement that the Person making such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Person, such covenant or condition has been complied withaction is permitted by this Indenture. Notwithstanding anything to the contrary in this Section 17.06, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request, such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall shall, if requested by the Trustee, furnish to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel stating that in such action is permitted by the opinion terms of the signors, this Indenture and that all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed such action have been satisfiedcomplied with. Each Officer’s Officers’ Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Officers’ Certificates provided for in Section 4.08) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has action is permitted by this Indenture and, if applicable, whether all conditions precedent to such action have been complied with; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has action is permitted by this Indenture and, if applicable, that all conditions precedent thereto have been complied with. Notwithstanding anything to the contrary in this Section 17.06, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall shall, if requested by the Trustee, furnish to the Trustee an Officer’s Certificate and and/or Opinion of Counsel Counsel, in form and substance reasonably satisfactory to the Trustee, stating that in such action is permitted by the opinion terms of the signors, this Indenture and that all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action such actions have been satisfiedcomplied with. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.08) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has action is permitted by this Indenture and that all conditions precedent to such action have been complied with. Notwithstanding anything to the contrary in this Section 17.0617.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request, such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officer’s Certificate and an Opinion of Counsel, stating that such action is permitted by the terms of this Indenture and that all conditions precedent to such action have been complied with. With respect to matters of fact, an Opinion of Counsel stating that in the opinion may rely on an Officer’s Certificate or certificates of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfiedpublic officials. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.08) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has action is permitted by this Indenture and that all conditions precedent to such action have been complied with. Notwithstanding anything to the contrary in this Section 17.06, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officer’s Certificate and and, if requested by the Trustee, an Opinion of Counsel stating that in such action is permitted by the opinion terms of the signors, this Indenture and that all conditions precedent and covenants, if any, provided for in this Indenture relating including any covenants compliance with such which constitutes a condition precedent to the proposed such action have been satisfiedcomplied with; provided that no Opinion of Counsel shall be required to be delivered in connection with (1) the original issuance of Notes on the date hereof under this Indenture and (2) the removal of the restricted CUSIP of the Restricted Securities to an unrestricted CUSIP pursuant to the applicable procedures of the Depositary upon the Notes becoming freely tradable by non-Affiliates of the Company under Rule 144, unless a new Note is to be issued; provided further that no Opinion of Counsel shall be required to be delivered in connection with a request by the Company that the Trustee deliver a notice to Holders under the Indenture where the Trustee receives an Officer’s Certificate with respect to such notice. With respect to matters of fact, an Opinion of Counsel may rely on an Officer’s Certificate or certificates of public officials. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.08) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has action is permitted by this Indenture and that all conditions precedent thereto have been complied with. Notwithstanding anything to the contrary in this Section 17.0617.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officer’s Certificate and Opinion of Counsel stating that in the opinion of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.08) shall include (i) a statement that the Person making such certificate is familiar with the requested action and the Indenture and has read such covenant or condition; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iii) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether or not, in the judgment of such Person, such covenant that all covenants or condition has been complied with. Notwithstanding anything to the contrary in this Section 17.06, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall shall, if requested by the Trustee, furnish to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that such action is permitted by the terms of this Indenture and that in the opinion of the signorssigners, all conditions precedent and covenantsprecedent, if any, provided for in this Indenture relating to the proposed action have been satisfiedcomplied with. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.08) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has action is permitted by this Indenture and that all conditions precedent to such action have been complied with. With respect to matters of fact, an Opinion of Counsel may rely on an Officer’s Certificate or certificates of public officials. Notwithstanding anything to the contrary in this Section 17.0617.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request, such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall shall, if requested by the Trustee, furnish to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that in such action is permitted by the opinion terms of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfiedIndenture. Each Officer’s Certificate and an Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.08) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has been complied withaction is permitted by this Indenture. Notwithstanding anything to the contrary in this Section 17.0617.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request, such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that such action is permitted by the terms of this Indenture; provided that no such Opinion of Counsel shall be required in connection with the opinion issuance of Notes on the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfiedIssue Date. Each Officer’s Certificate and Opinion of Counsel provided for, for by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.084.04) shall include (ia) a statement that the Person making such certificate has read such covenant or conditioncertification is familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Person, such covenant or condition has been complied withaction is permitted by this Indenture. Notwithstanding anything to the contrary in this Section 17.0617.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request, such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officer’s Certificate and an Opinion of Counsel Counsel, in each case, stating that in such action is permitted by the opinion terms of the signors, this Indenture and that all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed such action have been satisfiedcomplied with. Each Officer’s Certificate and or Opinion of Counsel Counsel, as the case may be, provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the an Officer’s Certificates Certificate provided for in pursuant to Section 4.08314(a)(4) of the Trust Indenture Act) shall comply with the provisions of Section 314(e) of the Trust Indenture Act and shall also include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has been complied withaction is permitted by this Indenture. Notwithstanding anything to the contrary in this Section 17.0617.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request, such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture (other than, with respect to an Opinion of Counsel, in connection with the issuance and authentication of the Notes on the date of this Indenture), the Company shall furnish to the Trustee an Officer’s Certificate and an Opinion of Counsel, stating that such action is permitted by the terms of this Indenture and that all conditions precedent to such action have been complied with. With respect to matters of fact, an Opinion of Counsel stating that in the opinion may rely on an Officer’s Certificate or certificates of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfiedpublic officials. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company or the Guarantor in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.08) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has action is permitted by this Indenture and that all conditions precedent to such action have been complied with. Notwithstanding anything to the contrary in this Section 17.06, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that in such action is permitted by the opinion terms of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfiedIndenture. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.08) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has action is permitted by this Indenture and that all conditions precedent to such action have been complied with; provided that no Opinion of Counsel shall be required to be delivered in connection with (1) the original issuance of Notes on the date hereof under this Indenture, (2) the mandatory exchange of the restricted CUSIP of the Restricted Securities to an unrestricted CUSIP pursuant to the applicable procedures of the Depositary upon the Notes becoming freely tradable by non-Affiliates of the Company under Rule 144 and the removal of the restrictive legends in connection therewith unless a new Note is to be authenticated, or (3) a request by the Company that the Trustee deliver a notice to Holders under the Indenture where the Trustee receives an Officer’s Certificate with respect to such notice. With respect to matters of fact, an Opinion of Counsel may rely on an Officer’s Certificate or certificates of public officials. Notwithstanding anything to the contrary in this Section 17.0617.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon On any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officer’s Certificate and and, if requested by the Trustee, an Opinion of Counsel Counsel, stating that that, in the opinion of the signorssuch counsel, all conditions precedent and (including any covenants, if any, provided for in this Indenture relating compliance with which constitutes a condition precedent) to the proposed such action have been satisfiedcomplied with; provided that no Opinion of Counsel shall be required to be delivered in connection with the substitution of an unrestricted CUSIP number for the restricted CUSIP on the Restricted Securities pursuant to the Applicable Procedures of the Depositary upon the Notes becoming freely tradable by non-Affiliates of the Company under Rule 144 unless a new Note is to be issued and authenticated (in which case the Opinion of Counsel required by Section 2.04 shall be delivered); provided further that no Opinion of Counsel shall be required to be delivered in connection with a request by the Company that the Trustee deliver a notice to Holders under the Indenture where the Trustee receives an Officer’s Certificate with respect to such notice. With respect to matters of fact, an Opinion of Counsel may rely on an Officer’s Certificate or certificates of public officials. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to conditions precedent under or compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.08) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon on which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or action is permitted by this Indenture and as to whether all conditions precedent (including any covenants, compliance with which constitutes a condition has precedent), if any, provided for in this Indenture relating to the proposed action have been complied with; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or action is permitted by this Indenture and all such conditions precedent (including any covenants, compliance with which constitutes a condition has precedent) have been complied with. Notwithstanding anything to the contrary in this Section 17.0617.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel stating that in the opinion of the signors, all conditions precedent and covenants(including any covenants compliance with which constitutes a condition precedent) which relate to such action, if any, provided for in this Indenture relating to the proposed action have been satisfiedcomplied with; provided that no such Opinion of Counsel shall be required in connection with the issuance of Notes on the Issue Date. Each Officer’s Officers’ Certificate and Opinion of Counsel provided for, for by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with a condition or covenant provided for in this Indenture (other than the Officer’s Officers’ Certificates provided for in Section 4.084.04) shall include (ia) a statement that the Person making such certificate certification or opinion has read such covenant or condition; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate or opinion is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied with; and (ivd) a statement as to whether or not, in the judgment of such Person, such covenant or condition has been complied with. Notwithstanding anything to the contrary in this Section 17.0618.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request, such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee or the Collateral Agent to take any action under any of the provisions of this IndentureIndenture or the other Note Documents, the Company shall furnish to the Trustee and the Collateral Agent, as applicable, an Officer’s Certificate and an Opinion of Counsel stating that in such action is permitted by the opinion terms of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfiedIndenture. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee or the Collateral Agent with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.084.14) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has all conditions precedent and covenants, if any, provided for in this Indenture related to the proposed action have been complied with. Notwithstanding anything to the contrary in this Section 17.06, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall shall, if requested by the Trustee, furnish to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel stating that such action is permitted by the terms of this Indenture; provided that no Opinion of Counsel shall be required to be delivered in connection with a request by the opinion Company that the Trustee deliver a notice to Holders under the Indenture, where the Trustee receives an Officers’ Certificate with respect to such notice. With respect to matters of the signorsfact, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfiedan Opinion of Counsel may rely on an Officers’ Certificate or certificates of public officials. Each Officer’s Officers’ Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Officers’ Certificates provided for in Section 4.08) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has been complied with. Notwithstanding anything to the contrary in action is permitted by this Section 17.06, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to such Opinion of CounselIndenture.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officer’s Certificate and and, if requested by the Trustee, an Opinion of Counsel stating that such action is permitted by the terms of this Indenture; provided that no Opinion of Counsel shall be required to be delivered in connection with (1) the opinion original issuance of Notes on the date hereof under this Indenture and (2) the removal of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating restricted CUSIP of the Restricted Securities to an unrestricted CUSIP pursuant to the proposed action have been satisfiedapplicable procedures of the Depositary upon the Notes becoming freely tradable by non-Affiliates of the Company under Rule 144, unless a new Note is to be issued; provided further that no Opinion of Counsel shall be required to be delivered in connection with a request by the Company that the Trustee deliver a notice to Holders under the Indenture where the Trustee receives an Officer’s Certificate with respect to such notice. With respect to matters of fact, an Opinion of Counsel may rely on an Officer’s Certificate or certificates of public officials. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.08) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has action is permitted by this Indenture and that all conditions precedent thereto have been complied with. Notwithstanding anything to the contrary in this Section 17.0617.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officer’s Certificate and and, if requested by the Trustee, an Opinion of Counsel stating that in such action is permitted by the opinion terms of the signors, this Indenture and that all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed such action have been satisfiedcomplied with; provided that no Opinion of Counsel shall be required to be delivered in connection with the removal of the restricted CUSIP of the Restricted Securities to an unrestricted CUSIP pursuant to the applicable procedures of the Depositary upon the Notes becoming freely tradable by non-Affiliates of the Company under Rule 144, unless either a new Note is to be issued and authenticated (in which case the Opinion of Counsel required by Section 2.04 shall be delivered); provided further that no Opinion of Counsel shall be required to be delivered in connection with a request by the Company that the Trustee deliver a notice to Holders under the Indenture where the Trustee receives an Officer’s Certificate with respect to such notice. With respect to matters of fact, an Opinion of Counsel may rely on an Officer’s Certificate or certificates of public officials. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.08) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has action is permitted by this Indenture and that all conditions precedent thereto have been complied with. Notwithstanding anything to the contrary in this Section 17.0617.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that such action is permitted by the terms of this Indenture and that in the opinion of the signorssigners, all conditions precedent and covenantsprecedent, if any, provided for in this Indenture relating to the proposed action have been satisfiedcomplied with. With respect to matters of fact, an Opinion of Counsel may rely on an Officer’s Certificate or certificates of public officials. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.08) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has action is permitted by this Indenture and that all conditions precedent thereto have been complied with. Notwithstanding anything to the contrary in this Section 17.0617.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officer’s Certificate and and, if requested by the Trustee, an Opinion of Counsel stating that in the opinion of the signors, all conditions precedent and (including any covenants, if any, provided for in compliance with which constitutes a condition precedent) to such action is permitted by the terms of this Indenture relating have been complied with; provided that no Opinion of Counsel shall be required to be delivered in connection with (1) the original issuance of Notes on the date hereof under this Indenture and (2) the removal of the restricted CUSIP of the Restricted Securities to an unrestricted CUSIP pursuant to the proposed action have been satisfiedapplicable procedures of the Depositary upon the Notes becoming freely tradable by non-Affiliates of the Company under Rule 144, unless a new Note is to be issued; provided further that no Opinion of Counsel shall be required to be delivered in connection with a request by the Company that the Trustee deliver a notice to Holders under the Indenture where the Trustee receives an Officer’s Certificate with respect to such notice. With respect to matters of fact, an Opinion of Counsel may rely on an Officer’s Certificate or certificates of public officials. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.08) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has action is permitted by this Indenture and that all conditions precedent thereto have been complied with. Notwithstanding anything to the contrary in this Section 17.0617.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that in such action is permitted by the opinion terms of the signors, this Indenture and that all conditions precedent and covenantsunder the Indenture, if any, provided for in this Indenture relating to the proposed action have been satisfiedcomplied with. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.08) and each Opinion of Counsel shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has action is permitted by this Indenture and that all conditions precedent thereto have been complied with. Notwithstanding anything to the contrary in this Section 17.0617.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request (and refrain from acting until receipt), such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officer’s Certificate and Opinion of Counsel stating that in such action is permitted by the opinion terms of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfiedIndenture. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.08) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has action is permitted by this Indenture and that all conditions precedent thereto have been complied with. Notwithstanding anything to the contrary in this Section 17.0617.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request (and refrain from acting until it receives), such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall shall, if requested by the Trustee, furnish to the Trustee an Officer’s Certificate and Opinion of Counsel stating that in such action is permitted by the opinion terms of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfiedIndenture. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in ‎Section 4.08, Section 4.087.02(h) and Section 8.04) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has action is permitted by this Indenture and that all conditions precedent to such action have been complied with; provided that no Opinion of Counsel shall be required to be delivered in connection with (1) the original issuance of Notes on the date hereof under this Indenture, (2) the mandatory exchange of the restricted CUSIP of the Restricted Securities to an unrestricted CUSIP pursuant to the applicable procedures of the Depositary upon the Notes becoming freely tradable by non-Affiliates of the Company under Rule 144, or (3) a request by the Company that the Trustee deliver a notice to Holders under this Indenture where the Trustee receives an Officer’s Certificate with respect to such notice. With respect to matters of fact, an Opinion of Counsel may rely on an Officer’s Certificate or certificates of public officials. Notwithstanding anything to the contrary in this Section 17.06‎Section 17.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request, such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall shall, if requested by the Trustee, furnish to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that in such action is permitted by the opinion terms of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfiedIndenture. Each Officer’s Certificate and or Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.08) shall include (i) a statement that the Person person making such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iii) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has action is permitted by this Indenture and all conditions precedent in connection with such action have been complied with; and (iv) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has action is permitted by this Indenture and all such conditions precedent have been complied with. Notwithstanding anything to the contrary in this Section 17.0617.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request, such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officer’s Certificate and Opinion of Counsel stating that in the opinion of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfiedsatisfied (except that no such Opinion of Counsel shall be required to be furnished to the Trustee in connection with the issuance of the Notes on the date of this Indenture). Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.08‎Section 4.09) shall include (i) a statement that the Person making such certificate has read such covenant or condition; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iii) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether or not, in the judgment of such Person, such covenant or condition has been complied with. Notwithstanding anything to the contrary in this Section ‎Section 17.06, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officer’s Certificate and and, if requested by the Trustee, an Opinion of Counsel stating that in such action is permitted by the opinion terms of the signorsthis Indenture. With respect to matters of fact, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfiedan Opinion of Counsel may rely on an Officer’s Certificate or certificates of public officials. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.08) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has action is permitted by this Indenture and that all conditions precedent thereto have been complied with. Notwithstanding anything to the contrary in this Section 17.0617.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company or any Guarantor to the Trustee to take any action under any of the provisions of this Indenture, the Company or such Guarantor, as applicable, shall furnish to the Trustee an Officer’s Certificate and and/or Opinion of Counsel Counsel, subject to customary exceptions, in form and substance reasonably satisfactory to the Trustee, stating that in such action is permitted by the opinion terms of the signors, Indenture and that all conditions precedent and covenantsprecedent, if any, provided for in this Indenture relating to the proposed action have been satisfiedcomplied with. Each Officer’s Certificate and or Opinion of Counsel provided for, by or on behalf of the Company for in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates a condition or covenant provided for in Section 4.08) this Indenture shall include (ia) a statement that the Person making person signing such certificate Officer’s Certificate or Opinion of Counsel has read such covenant or condition; , (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement statements or opinions contained in such certificate is Officer’s Certificate or Opinion of Counsel are based; , (iiic) a statement that, in the judgment opinion of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment opinion as to whether or not such covenant action is permitted by this Indenture and whether or condition has not such covenants or conditions have been complied with; with and (ivd) a statement as to whether or not, in the judgment opinion of such Personperson, such covenant action is permitted by this Indenture and that all conditions or condition has covenants precedent to such action have been complied with. Notwithstanding anything Any Officer’s Certificate of the Company or any Guarantor may be based, insofar as it relates to legal matters, upon an Opinion of Counsel, unless such officer knows that the Opinion of Counsel with respect to the contrary matters upon which his or her Officer’s Certificate may be based as aforesaid are erroneous, or in this Section 17.06the exercise of reasonable care should know that the same are erroneous. Any Opinion of Counsel may be based, if insofar as it relates to factual matters, information with respect to which is in the possession of the Company or any provision Guarantor, upon the Officer’s Certificate of the Company or such Guarantor, as applicable, unless such counsel knows that the Officer’s Certificate with respect to the matters upon which his or her Opinion of Counsel may be based as aforesaid are erroneous, or in this Indenture specifically provides the exercise of reasonable care should know that the same are erroneous. Any Officer’s Certificate or Opinion of Counsel may be based, insofar as it relates to accounting matters, upon a certificate or opinion of or representations by an accountant or firm of accountants in the employ of the Company or any Guarantor, as applicable, unless such officer or counsel, as the case may be, knows that the certificate or opinion or representations with respect to the accounting matters upon which his or her Officer’s Certificate or Opinion of Counsel may be based as aforesaid are erroneous, or in the exercise of reasonable care should know that the same are erroneous. Any certificate or opinion of any independent firm of public accountants filed with and directed to the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to contain a statement that such Opinion of Counselfirm is independent.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall shall, if requested by the Trustee, furnish to the Trustee an Officer’s Certificate and Opinion of Counsel stating that in such action is permitted by the opinion terms of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfiedIndenture. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.084.08 or pursuant to Section 314(a)(4) of the Trust Indenture Act) shall comply with the provisions of Section 314(e) of the Trust Indenture Act and shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has action is permitted by this Indenture and, if applicable, that all conditions precedent thereto have been complied with; provided that (1) the Opinion of Counsel to be delivered in connection with the original issuance of Notes on the date hereof under this Indenture shall not be required to comply with clauses (a) through (d) of this Section 16.05 and (2) no Opinion of Counsel shall be required to be delivered in connection with (i) the mandatory exchange of the restricted CUSIP of the Restricted Securities to an unrestricted CUSIP pursuant to the Applicable Procedures of the Depositary upon the Notes becoming freely tradable by non-Affiliates of the Company under Rule 144 or (2) a request by the Company that the Trustee deliver a notice to Holders under the Indenture where the Trustee receives an Officer’s Certificate with respect to such notice. With respect to matters of fact, an Opinion of Counsel may rely on an Officer’s Certificate or certificates of public officials. Notwithstanding anything to the contrary in this Section 17.0616.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to receive, or entitled to request, such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officer’s Certificate and an Opinion of Counsel, in form reasonably satisfactory to the Trustee, stating that such action is permitted by the terms of this Indenture and that all conditions precedent including any covenants, compliance with such which constitutes a condition precedent to such action have been complied with, provided that no Opinion of Counsel stating that shall be required to be delivered in connection with the opinion removal of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating restricted CUSIP number of the Restricted Securities to an unrestricted CUSIP number pursuant to the proposed action have been satisfiedapplicable procedures of the Depositary upon the Notes becoming freely tradable by non-Affiliates of the Company under Rule 144, unless a new Note is to be issued and authenticated (in which case the Opinion of Counsel required by Section 2.04 shall be delivered); provided further that no Opinion of Counsel shall be required to be delivered solely in connection with a request by the Company that the Trustee deliver a notice to Holders under the Indenture where the Trustee receives an Officer’s Certificate with respect to such notice. With respect to matters of fact, an Opinion of Counsel may rely on an Officer’s Certificate or certificates of public officials. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.08) shall include (i) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iii) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (iv) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has action is permitted by this Indenture and that all conditions precedent to such action have been complied with. Notwithstanding anything to the contrary in this Section 17.06, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officer’s Certificate and Opinion of Counsel stating that in such action is permitted by the opinion terms of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfiedIndenture. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.08) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has action is permitted by this Indenture and that all conditions precedent thereto have been complied with. Notwithstanding anything to the contrary in this Section 17.0617.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request, such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that in such action is permitted by the opinion terms of the signors, this Indenture and that all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.08) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has been complied with. Notwithstanding anything to the contrary in action is permitted by this Section 17.06, if any provision Indenture and that all conditions precedent provided for in this Indenture specifically provides that relating to the Trustee shall or may receive an Opinion of Counsel in connection with any proposed action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to such Opinion of Counselhave been satisfied.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that in such action is permitted by the opinion terms of the signors, this Indenture and that all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; provided that no Opinion of Counsel shall be required to be delivered in connection with (w) the initial authentication of Notes upon the original issuance thereof under this Indenture, (x) the authentication of an unrestricted Global Note in the name of the Custodian not containing restrictive legends pursuant to Section 2.05(c), (y) the exchange of the restricted CUSIP of the Restricted Securities to an unrestricted CUSIP pursuant to the applicable procedures of the Depositary upon the Notes or the shares of Common Stock delivered upon conversion thereof becoming freely tradable by non-Affiliates of the Company under Rule 144, or (z) a request by the Company that the Trustee deliver a notice to Holders under the Indenture where the Trustee receives an Officer’s Certificate with respect to such notice. With respect to matters of fact, an Opinion of Counsel may rely on an Officer’s Certificate or certificates of public officials. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.08) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has been complied with. Notwithstanding anything to the contrary in this Section 17.06, if any provision in action is permitted by this Indenture specifically provides and that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to such Opinion of Counselall conditions precedent have been satisfied.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officer’s Certificate and Opinion of Counsel stating that in such action is permitted by the opinion terms of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfiedIndenture. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.08) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has action is permitted by this Indenture and that all conditions precedent thereto have been complied with. Notwithstanding anything to the contrary in this Section 17.0617.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request (and refrain from acting until received), such Opinion of Counsel, provided that no conditions precedent Opinion of Counsel shall be required in connection with the issuance of Notes on the date hereof.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture (other than, with respect to an Opinion of Counsel, in connection with the issuance and authentication of the Notes on the date of this Indenture), the Company shall furnish to the Trustee an Officer’s Certificate and an Opinion of Counsel, stating that such action is permitted by the terms of this Indenture and that all conditions precedent to such action have been complied with. With respect to matters of fact, an Opinion of Counsel stating that in the opinion may rely on an Officer’s Certificate or certificates of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfiedpublic officials. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.084.07) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has action is permitted by this Indenture and that all conditions precedent to such action have been complied with. Notwithstanding anything to the contrary in this Section 17.06, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this IndentureIndenture (other than the initial application for authentication of Notes), the Company shall shall, if requested by the Trustee, furnish to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that in such action is permitted by the opinion terms of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfiedIndenture. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.08) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has been complied with. Notwithstanding anything to the contrary in action is permitted by this Section 17.06, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to such Opinion of CounselIndenture.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall shall, if requested by the Trustee, furnish to the Trustee an Officer’s Officers’ Certificate and Opinion of Counsel stating that in such action is permitted by the opinion terms of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfiedIndenture. Each Officer’s Officers’ Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Officers’ Certificates provided for in Section 4.084.09) shall include (i) a statement that the Person making person signing such certificate has read such covenant Officers’ Certificate or conditionOpinion of Counsel is familiar with the requested action and this Indenture; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate Officers’ Certificate or Opinion of Counsel is based; (iii) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (iv) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has been complied withaction is permitted by this Indenture. Notwithstanding anything to the contrary in this Section 17.0617.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request, such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall shall, if requested by the Trustee, furnish to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that such action is permitted by the terms of this Indenture and, in the opinion of the signors, all covenants and conditions precedent and covenantsprecedent, if any, provided for in this Indenture relating to the proposed action have been satisfied. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section ‎Section 4.08) shall include (ia) a statement that the Person making person signing such certificate is familiar with the requested action and this Indenture and has read such covenant covenants or conditionconditions precedent; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant action is permitted by this Indenture and whether all covenants or condition has conditions precedent thereto have been complied withsatisfied; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has action is permitted by this Indenture and all covenants and conditions precedent thereto have been complied withsatisfied. Notwithstanding anything to the contrary in this Section 17.06‎Section 17.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request, such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall shall, if requested by the Trustee, furnish to the Trustee an Officer’s Officers’ Certificate and Opinion of Counsel stating that in such action is permitted by the opinion terms of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfiedIndenture. Each Officer’s Officers’ Certificate and each Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Officers’ Certificates provided for in Section 4.084.09) shall include (ia) a statement that the Person making such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment opinion of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment opinion as to whether or not the covenants and conditions provided for in this Indenture with respect to such covenant or condition has action have been complied with; and (ivd) a statement as to whether or not, in the judgment opinion of such Person, all conditions precedent provided for in this Indenture for such covenant or condition has action have been complied compiled with. Notwithstanding anything to the contrary in this Section 17.0616.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request, such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall shall, if requested by the Trustee, furnish to the Trustee an Officer’s Officers’ Certificate and Opinion of Counsel stating that in such action is permitted by the opinion terms of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfiedIndenture. Each Officer’s Officers’ Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Officers’ Certificates provided for in Section 4.08) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has action is permitted by this Indenture and that all conditions precedent to such action have been complied with. Notwithstanding anything to the contrary in this Section 17.0617.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall shall, if requested by the Trustee, furnish to the Trustee an Officer’s Certificate and Opinion of Counsel stating that in such action is permitted by the opinion terms of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfiedIndenture. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.08, Section 7.02(h), and Section 8.04) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has action is permitted by this Indenture and that all conditions precedent to such action have been complied with; provided that no Opinion of Counsel shall be required to be delivered in connection with (1) the original issuance of Notes on the date hereof under this Indenture, (2) the mandatory exchange of the restricted CUSIP of the Restricted Securities to an unrestricted CUSIP pursuant to the applicable procedures of the Depositary upon the Notes becoming freely tradable by non-Affiliates of the Company under Rule 144, or (3) a request by the Company that the Trustee deliver a notice to Holders under the Indenture where the Trustee receives an Officer’s Certificate with respect to such notice. With respect to matters of fact, an Opinion of Counsel may rely on an Officer’s Certificate or certificates of public officials. Notwithstanding anything to the contrary in this Section 17.0617.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request, such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company Issuer to the Trustee to take any action under any of the provisions of this Indenture, the Company Issuer shall furnish to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that in such action is permitted by the opinion terms of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfiedIndenture. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company Issuer in this Indenture and delivered to the Trustee Trustees with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.08) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has action is permitted by this Indenture and that all conditions precedent to such action have been complied with; provided that no Opinion of Counsel shall be required to be delivered in connection with (1) the original issuance of Notes on the date hereof under this Indenture, (2) the mandatory exchange of the restricted CUSIP of the Restricted Securities to an unrestricted CUSIP pursuant to the applicable procedures of the Depositary upon the Notes becoming freely tradable by non-Affiliates of the Issuer under Rule 144 and the removal of the restrictive legends in connection therewith unless a new Note is to be authenticated, or (3) a request by the Issuer that the Trustee deliver a notice to Holders under this Indenture where the Trustee receives an Officer’s Certificate with respect to such notice. With respect to matters of fact, an Opinion of Counsel may rely on an Officer’s Certificate or certificates of public officials. 105 Notwithstanding anything to the contrary in this Section 17.0617.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company Issuer hereunder, the Trustee shall be entitled to such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officer’s Certificate and and, if requested by the Trustee, an Opinion of Counsel stating that in such action is permitted by the opinion terms of the signors, this Indenture and that all conditions precedent and covenants, if any, provided for in this Indenture relating including any covenants compliance with such which constitutes a condition precedent to the proposed such action have been satisfiedcomplied with; provided that no Opinion of Counsel shall be required to be delivered in connection with (1) the original issuance of Notes on the date hereof under this Indenture and (2) the removal of the restricted CUSIP of the Restricted Securities to an unrestricted CUSIP pursuant to the applicable procedures of the Depositary upon the Notes becoming freely tradable by non-Affiliates of the Company under Rule 144, unless a new Note is to be issued; provided, further, that no Opinion of Counsel shall be required to be delivered in connection with a request by the Company that the Trustee deliver a notice to Holders under the Indenture where the Trustee receives an Officer’s Certificate with respect to such notice. With respect to matters of fact, an Opinion of Counsel may rely on an Officer’s Certificate or certificates of public officials. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.08) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has action is permitted by this Indenture and that all conditions precedent thereto have been complied with. Notwithstanding anything to the contrary in this Section 17.0617.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall shall, if requested by the Trustee, furnish to the Trustee an Officer’s Officers’ Certificate and and/or Opinion of Counsel stating that in such action is permitted by the opinion terms of the signorsthis Indenture; provided, all conditions precedent and covenantshowever, if any, provided for in this Indenture relating to the proposed action have been satisfied. Each Officer’s Certificate and that such Opinion of Counsel shall not be required in connection with the Notes initially issued hereunder. Each Officers’ Certificate provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Officers’ Certificates provided for in Section 4.084.09) shall include (ia) a statement that the Person person making such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has been complied withaction is permitted by this Indenture. Notwithstanding anything to the contrary in this Section 17.06, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request, such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall shall, if requested by the Trustee, furnish to the Trustee an Officer’s Officers’ Certificate and Opinion of Counsel stating that in such action is permitted by the opinion terms of this Indenture and the signors, all conditions precedent and covenants, if any, covenants provided for in this the Indenture relating to the proposed action have been satisfiedcomplied with. Each Officer’s Officers’ Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Officers’ Certificates provided for in Section 4.08) shall include (ia) a statement that the Person making such certificate has read is familiar with the requested action and this Indenture, including the covenants and conditions related to such covenant or conditionaction; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has action is permitted by this Indenture and the conditions and covenants provided for in the Indenture have been complied with; and (ivd) a statement as to whether or not, in the judgment of such Person, such covenant or condition has action is permitted by this Indenture and the conditions and covenants provided for in the Indenture have been complied with. Notwithstanding anything to the contrary in this Section 17.0617.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request, such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall shall, if requested by the Trustee, furnish to the Trustee an Officer’s Officers’ Certificate and Opinion of Counsel stating that in such action is permitted by the opinion terms of the signors, this Indenture and that all conditions precedent and covenantsprecedent, if any, provided for in this the Indenture relating to the proposed action have been satisfiedcomplied with. Each Officer’s Officers’ Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.08) shall include (ia) a statement that the Person making person signing such certificate has read such or Opinion of Counsel is familiar with the relevant covenant or condition; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied with; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has been complied with. Notwithstanding anything to the contrary in this Section 17.06, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officer’s Certificate and and, if requested by the Trustee, an Opinion of Counsel stating that such action is permitted by the terms of this Indenture; provided that no Opinion of Counsel shall be required to be delivered in connection with the opinion removal of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating restricted CUSIP of the Restricted Securities to an unrestricted CUSIP pursuant to the proposed action have been satisfiedapplicable procedures of the Depositary upon the Notes becoming freely tradable by non-Affiliates of the Company under Rule 144, unless either a new Note is to be issued and authenticated (in which case the Opinion of Counsel required by Section 2.04 shall be delivered) or the Note is deemed to be represented by the unrestricted CUSIP pursuant to the procedures set forth in footnote 1 of the Note (in which case an Opinion of Counsel with respect to those procedures shall be delivered); provided further that no Opinion of Counsel shall be required to be delivered in connection with a request by the Company that the Trustee deliver a notice to Holders under the Indenture where the Trustee receives an Officer’s Certificate with respect to such notice. With respect to matters of fact, an Opinion of Counsel may rely on an Officer’s Certificate or certificates of public officials. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.08) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has action is permitted by this Indenture and that all conditions precedent thereto have been complied with. Notwithstanding anything to the contrary in this Section 17.0617.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture (other than, with respect to an Opinion of Counsel, in connection with the issuance and authentication of the Notes on the date of this Indenture), the Company shall furnish to the Trustee an Officer’s Certificate and an Opinion of Counsel, stating that such action is permitted by the terms of this Indenture and that all conditions precedent to such action have been complied with. With respect to matters of fact, an Opinion of Counsel stating that in the opinion may rely on an Officer’s Certificate or certificates of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfiedpublic officials. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company or any of the Guarantors in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.084.07) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has action is permitted by this Indenture and that all conditions precedent to such action have been complied with. Notwithstanding anything to the contrary in this Section 17.06, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee (i) an Officer’s Certificate and Opinion of Counsel stating that that, in the opinion of the signorssignatories to such Officer’s Certificate, all conditions precedent and covenantsprecedent, if any, provided for in this Indenture relating to the proposed action have been satisfiedcomplied with and (ii) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with; provided that no Opinion of Counsel shall be required to be delivered in connection with the issuance of Notes dated as of the date hereof under the Indenture. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.08) shall include (i) a statement that the Person making person signing such certificate has read such or opinion is familiar with the relevant covenant or conditioncondition and this Indenture; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate or opinion is based; (iii) a statement that, in the judgment opinion of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether or not, in the judgment opinion of such Personperson, such covenant or condition has been complied with. Notwithstanding anything to the contrary in this Section 17.0619.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request, such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall shall, if requested by the Trustee, furnish to the Trustee an Officer’s Certificate and an Opinion of Counsel Counsel, in form and substance reasonably satisfactory to the Trustee, stating that in such action is permitted by the opinion terms of the signors, this Indenture and that all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed such action have been satisfiedcomplied with. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.08) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has action is permitted by this Indenture and that all conditions precedent to such action have been complied with. Notwithstanding anything to the contrary in this Section 17.06, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, other than in connection with the actions referred to in Section 2.05, the Company shall furnish to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel stating that in such action is permitted by the opinion terms of the signors, this Indenture and that all conditions precedent and covenants, if any, provided for thereunder in this Indenture relating to connection with the proposed taking of such action have been satisfiedcomplied with. Each Officer’s Certificate and Opinion of Counsel certificate provided for, for by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Officers’ Certificates provided for in Section 4.085.08) shall include (ia) a statement that the Person making such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has action is permitted by this Indenture and that all conditions precedent thereunder in connection with the taking of such action have been complied with; and (ivd) a statement as to whether or not, in the judgment of such Person, such covenant or condition has been complied withaction is permitted by this Indenture. Notwithstanding anything to the contrary in this Section 17.0620.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request, such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company Trustee shall furnish be entitled to the Trustee receive: (a) an Officer’s Officers’ Certificate and Opinion of Counsel stating that that, in the opinion of the signorssigners, all conditions precedent and (including any covenants, compliance with which constitutes a condition precedent), if any, provided for in this Indenture relating to the proposed action have been satisfiedcomplied with; and (b) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent (including any covenants, compliance with which constitutes a condition precedent) have been complied with. Each Officer’s Officers’ Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Officers’ Certificates provided for in Section 4.08) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or action is permitted by this Indenture and as to whether all conditions precedent (including any covenants, compliance with which constitutes a condition has precedent), if any, provided for in this Indenture relating to the proposed action have been complied with; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or action is permitted by this Indenture and all such conditions precedent (including any covenants, compliance with which constitutes a condition has precedent) have been complied with. Notwithstanding anything to the contrary in this Section 17.06, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company or Avadel to the Trustee to take any action under any of the provisions of this Indenture, the Company shall or Avadel, as applicable, shall, if requested by the Trustee, furnish to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel stating that in such action is permitted by the opinion terms of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfiedIndenture. Each Officer’s Officers’ Certificate and Opinion of Counsel provided for, by or on behalf of the Company or Avadel in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Officers’ Certificates provided for in Section 4.084.09) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has been complied withaction is permitted by this Indenture. Notwithstanding anything to the contrary in this Section 17.0618.06, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company or Avadel hereunder, the Trustee shall be entitled to, or entitled to request, such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that in such action is permitted by the opinion terms of the signors, this Indenture and that all conditions precedent and covenantsunder the Indenture, if any, provided for in this Indenture relating to the proposed action have been satisfiedcomplied with. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section ‎Section 4.08) and each Opinion of Counsel shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has action is permitted by this Indenture and that all conditions precedent thereto have been complied with. Notwithstanding anything to the contrary in this Section 17.06‎Section 17.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request (and refrain from acting until receipt), such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officer’s Officers’ Certificate and and, if requested by the Trustee, an Opinion of Counsel stating that in the opinion of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfiedcomplied with; provided that no Opinion of Counsel shall be required to be delivered in connection with the removal of the restricted CUSIP of the Restricted Securities to an unrestricted CUSIP pursuant to the applicable procedures of the Depositary upon the Notes becoming freely tradable by non-Affiliates of the Company under Rule 144, unless a new Note is to be issued and authenticated (in which case the Opinion of Counsel required by Section 2.04 shall be delivered); provided further that no Opinion of Counsel shall be required to be delivered in connection with a request by the Company that the Trustee deliver a notice to Holders under the Indenture where the Trustee receives an Officers’ Certificate with respect to such notice. With respect to matters of fact, an Opinion of Counsel may rely on an Officers’ Certificate or certificates of public officials. Each Officer’s Officers’ Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Officers’ Certificates provided for in Section 4.08) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or condition; is familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied with; with; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has been complied with. Notwithstanding anything to the contrary in this Section 17.06, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall shall, if requested by the Trustee, furnish to the Trustee an Officer’s Certificate and Opinion of Counsel stating that such action is permitted by the terms of this Indenture; provided that no Opinion of Counsel shall be required to be delivered in connection with (x) the opinion original issuance of Notes on the date hereof under this Indenture or (y) the mandatory exchange of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating restricted Notes to an unrestricted CUSIP pursuant to the proposed action have been satisfiedapplicable procedures of the Depositary upon becoming freely tradable by non-Affiliates of the Company under Rule 144. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.08) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has been complied with. Notwithstanding anything to the contrary in action is permitted by this Section 17.06, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to such Opinion of CounselIndenture.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee or the Collateral Agent to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee or the Collateral Agent, as the case may be, an Officer’s Certificate and Opinion of Counsel stating that in the opinion of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed such action have been satisfied. Each Officer’s Certificate and or Opinion of Counsel Counsel, provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee or Collateral Agent with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.08) shall include (i) a statement that the Person making person signing such certificate or opinion has read such covenant or conditioncondition precedent and is familiar with the requested action and this Indenture; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate or opinion is based; (iii) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not the covenants and conditions precedent to such covenant or condition has action have been complied withsatisfied; and (iv) a statement as to whether or not, in the judgment opinion of such Personperson, such covenant or condition has covenants and conditions precedent have been complied withsatisfied. Notwithstanding anything to the contrary in this Section 17.0618.05, if any provision in this Indenture specifically provides that the Trustee or the Collateral Agent shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee Trustee, the Collateral Agent or the Company hereunder, the Trustee or Collateral Agent, as the case may be, shall be entitled to such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that in such action is permitted by the opinion terms of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfiedIndenture. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.08) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has action is permitted by this Indenture and that all conditions precedent to such action have been complied with; provided that no Opinion of Counsel shall be required to be delivered in connection with (1) the original issuance of Notes on the date hereof under this Indenture, or (2) a request by the Company that the Trustee deliver a notice to Holders under the Indenture where the Trustee receives an Officer’s Certificate with respect to such notice. With respect to matters of fact, an Opinion of Counsel may rely on an Officer’s Certificate or certificates of public officials. Notwithstanding anything to the contrary in this Section 17.0617.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that in such action is permitted by the opinion terms of the signors, this Indenture and that all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed such action have been satisfiedcomplied with. With respect to matters of fact, an Opinion of Counsel may rely on an Officer’s Certificate or certificates of public officials. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.08) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has action is permitted by this Indenture and that all conditions precedent thereto have been complied with. Notwithstanding anything to the contrary in this Section 17.0617.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company or the Reference Entity to the Trustee to take any action under any of the provisions of this Indenture, the Company shall or the Reference Entity, as applicable, shall, if requested by the Trustee, furnish to the Trustee an Officer’s Officers’ Certificate and Opinion of Counsel stating that in such action is permitted by the opinion terms of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfiedIndenture. Each Officer’s Officers’ Certificate and Opinion of Counsel provided for, by or on behalf of the Company or the Reference Entity in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Officers’ Certificates provided for in Section 4.08) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has been complied withaction is permitted by this Indenture. Notwithstanding anything to the contrary in this Section 17.0617.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or Trustee, the Company or Reference Entity hereunder, the Trustee shall be entitled to, or entitled to request, such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee or the Collateral Agent to take any action under any of the provisions of this Indenture, the Company shall shall, if requested by the Trustee or the Collateral Agent, furnish to the Trustee or the Collateral Agent an Officer’s Certificate and Opinion of Counsel stating that in such action is permitted by the opinion terms of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfiedIndenture. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee or the Collateral Agent with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.084.09) shall include include: (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has action is permitted by this Indenture and that all conditions precedent to such action have been complied with; provided that no Opinion of Counsel shall be required to be delivered in connection with (1) the original issuance of the Initial Debentures on the Issue Date under this Indenture or (2) a request by the Company that the Trustee deliver a notice to Holders under this Indenture where the Trustee receives an Officer’s Certificate with respect to such notice. With respect to matters of fact, an Opinion of Counsel may rely on an Officer’s Certificate or certificates of public officials. Notwithstanding anything to the contrary in this Section 17.0615.05, if any provision in this Indenture specifically provides that the Trustee or Collateral Agent shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Collateral Agent or the Company hereunder, the Trustee or the Collateral Agent shall be entitled to, or entitled to request, such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officer’s Certificate and Opinion of Counsel stating that in the opinion of the signorsxxxxxx(s), all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; provided, however, that no such Opinion of Counsel shall be delivered with respect to the authentication and delivery of the Notes on the Issue Date or the Company Order delivered in connection therewith. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.084.09) shall include (i) a statement that the Person making such certificate has read such covenant or condition; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iii) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether or not, in the judgment of such Person, such covenant or condition has been complied with. Notwithstanding anything to the contrary in this Section 17.06, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall shall, if requested by the Trustee, furnish to the Trustee an Officer’s Certificate stating that all conditions precedent to such action have been satisfied and such action is permitted by the terms of this Indenture; provided, that (x) no Opinion of Counsel stating that shall be required to be delivered in connection with the opinion initial issuance of Notes dated as of the signors, all conditions precedent date hereof under the Indenture or (y) the exchange of restricted Notes for unrestricted Notes with no restrictive legend and covenants, if any, provided for with an unrestricted CUSIP number upon expiration of applicable restrictions on transfer in this Indenture relating to the proposed action have been satisfiedaccordance with Section 2.05(b). Each Officer’s Certificate and or Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.08) shall include (ia) a statement that the Person making such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Person, all conditions precedent to such covenant or condition has action have been complied withsatisfied and such action is permitted by this Indenture. Notwithstanding anything to the contrary in this Section 17.0617.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request, such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee or the Collateral Agent to take any action under any of the provisions of this Indenture, the Company shall on a timely basis furnish to the Trustee (i) an Officer’s Certificate and Opinion of Counsel stating that that, in the opinion of the signorssignatories to such Officer’s Certificate, all conditions precedent and covenantsprecedent, if any, provided for in this Indenture relating to the proposed action have been satisfiedcomplied with and (ii) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with; provided that no Opinion of Counsel shall be required to be delivered in connection with (w) the issuance of Notes dated as of the Closing Date under the Indenture, (x) the authentication of an unrestricted Global Note in the name of the Custodian not containing restrictive legends pursuant to Section 2.05(b), (y) the exchange of the restricted CUSIP of the Restricted Securities to an unrestricted CUSIP pursuant to the applicable procedures of the Depositary upon the Notes or the shares of Common Stock delivered upon conversion thereof becoming freely tradable by non-Affiliates of the Company under Rule 144, or (z) a request by the Company that the Trustee deliver a notice to Holders under the Indenture where the Trustee receives an Officer’s Certificate with respect to such notice. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.08) shall include (i) a statement that the Person making person signing such certificate has read such or opinion is familiar with the relevant covenant or conditioncondition and this Indenture; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate or opinion is based; (iii) a statement that, in the judgment opinion of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether or not, in the judgment opinion of such Personperson, such covenant or condition has been complied with. Notwithstanding anything to the contrary in this Section 17.0619.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request, such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that in such action is permitted by the opinion terms of the signors, this Indenture and that all conditions precedent and covenantsunder the Indenture, if any, provided for in this Indenture relating to the proposed action have been satisfiedcomplied with. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.084.10) and each Opinion of Counsel shall include (ia) a statement that the Person making person signing such certificate has read such covenant Officer’s Certificate or conditionOpinion of Counsel is familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has been complied withaction is permitted by this Indenture. Notwithstanding anything to the contrary in this Section 17.0617.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunderunder this Indenture, the Trustee shall be entitled to such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall shall, if requested by the Trustee, furnish to the Trustee an Officer’s Officers’ Certificate and or Opinion of Counsel or both, as applicable, stating that in such action is permitted by the opinion terms of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfiedIndenture. Each Officer’s Officers’ Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Officers’ Certificates provided for in Section 4.084.13 pursuant to Trust Indenture Act Section 314(a)(4)) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has been complied withaction is permitted by this Indenture. Notwithstanding anything to the contrary in this Section 17.0617.07, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company or the Reference Entity to the Trustee to take any action under any of the provisions of this Indenture, the Company shall or the Reference Entity, as applicable, shall, if requested by the Trustee, furnish to the Trustee an Officer’s Officers’ Certificate and Opinion of Counsel stating that in such action is permitted by the opinion terms of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfiedIndenture. Each Officer’s Officers’ Certificate and Opinion of Counsel provided for, by or on behalf of the Company or the Reference Entity in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Officers’ Certificates provided for in Section ‎Section 4.08) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has been complied withaction is permitted by this Indenture. Notwithstanding anything to the contrary in this Section 17.06‎Section 17.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or Trustee, the Company or Reference Entity hereunder, the Trustee shall be entitled to, or entitled to request, such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall shall, if requested by the Trustee, furnish to the Trustee an Officer’s Officers’ Certificate and Opinion of Counsel stating that in such action is permitted by the opinion terms of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfiedIndenture. Each Officer’s Officers’ Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Officers’ Certificates provided for in Section 4.08) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has action is permitted by this Indenture and that all conditions precedent thereto have been complied with. Notwithstanding anything to the contrary in this Section 17.0617.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request, such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall shall, if requested by the Trustee, furnish to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that in such action is permitted by the opinion terms of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied. Indenture.Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.084.09) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has action is permitted by this Indenture and that all covenants and conditions precedent in this Indenture have been complied with. Notwithstanding anything to the contrary in this Section 17.06, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall shall, if requested by the Trustee, furnish to the Trustee an Officer’s Certificate and Opinion of Counsel stating that in such action is permitted by the opinion terms of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfiedIndenture. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section ‎Section 4.08) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has action is permitted by this Indenture and that all conditions precedent to such action have been complied with; provided that no Opinion of Counsel shall be required to be delivered in connection with (1) the original issuance of Notes on the date hereof under this Indenture, (2) the mandatory exchange of the restricted CUSIP of the Restricted Securities to an unrestricted CUSIP pursuant to the applicable procedures of the Depositary upon the Notes becoming freely tradable by non-Affiliates of the Company under Rule 144, or (3) a request by the Company that the Trustee deliver a notice to Holders under this Indenture where the Trustee receives an Officer’s Certificate with respect to such notice. With respect to matters of fact, an Opinion of Counsel may rely on an Officer’s Certificate or certificates of public officials. Notwithstanding anything to the contrary in this Section 17.06‎Section 17.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request, such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall shall, if requested by the Trustee, furnish to the Trustee an Officer’s Certificate and Opinion of Counsel stating that in the opinion of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed such action have been satisfiedsatisfied and such action is permitted by the terms of this Indenture. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.08) shall include (ia) a statement that the Person making such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such personPerson, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Person, all conditions precedent to such covenant or condition has action have been complied withsatisfied and such action is permitted by this Indenture. Notwithstanding anything to the contrary in this Section 17.0617.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request, such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee or the Collateral Agent to take any action under any of the provisions of this IndentureIndenture or the other Transaction Documents, the Company shall furnish to the Trustee and the Collateral Agent, as applicable, an Officer’s Officers’ Certificate and an Opinion of Counsel stating that in such action is permitted by the opinion terms of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfiedIndenture. Each Officer’s Officers’ Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee or the Collateral Agent with respect to compliance with this Indenture (other than the Officer’s Officers’ Certificates provided for in Section 4.084.14) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has all conditions precedent and covenants, if any, provided for in this Indenture related to the proposed action have been complied with. Notwithstanding anything to the contrary in this Section 17.06, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company or a Guarantor to the Trustee to take any action under any of the provisions of this Indenture, the Company shall or such Guarantor shall, if requested by the Trustee, furnish to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that in such action is permitted by the opinion terms of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfiedIndenture. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company or a Guarantor in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.08) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has action is permitted by this Indenture and that all conditions precedent have been complied with. Notwithstanding anything to the contrary in this Section 17.0617.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall shall, if requested by the Trustee, furnish to the Trustee an Officer’s Officers’ Certificate and Opinion of Counsel stating that in such action is permitted by the opinion terms of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfiedIndenture. Each Officer’s Officers’ Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Officers’ Certificates provided for in Section 4.08) shall include (ia) a statement that the Person making such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Person, such covenant or condition has been complied withaction is permitted by this Indenture. Notwithstanding anything to the contrary in this Section 17.0617.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request, such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee or the Collateral Agent to take any action under any of the provisions of this Indenture, the Company shall on a timely basis furnish to the Trustee (i) an Officer’s Certificate and Opinion of Counsel stating that that, in the opinion of the signorssignatories to such Officer’s Certificate, all conditions precedent and covenantsprecedent, if any, provided for in this Indenture relating to the proposed action have been satisfiedcomplied with and (ii) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with; provided that no Opinion of Counsel shall be required to be delivered in connection with (x) the issuance of Notes dated as of the Closing Date under the Indenture, (y) a request by the Company that the Trustee deliver a notice to Holders under the Indenture where the Trustee receives an Officer’s Certificate with respect to such notice. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.08) shall include (i) a statement that the Person making person signing such certificate has read such or opinion is familiar with the relevant covenant or conditioncondition and this Indenture; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate or opinion is based; (iii) a statement that, in the judgment opinion of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether or not, in the judgment opinion of such Personperson, such covenant or condition has been complied with. Notwithstanding anything to the contrary in this Section 17.0619.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request, such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officer’s Officers’ Certificate and Opinion of Counsel stating that in the opinion of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfiedcomplied with. Each Officer’s Officers’ Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Officers’ Certificates provided for in Section 4.08) shall include (i) a statement that the Person making such certificate has read such covenant or condition; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iii) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether or not, in the judgment of such Person, such covenant or condition has been complied with. Notwithstanding anything to the contrary in this Section 17.06, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall shall, if requested by the Trustee, furnish to the Trustee an Officer’s Certificate and Opinion of Counsel stating that in such action is permitted by the opinion terms of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfiedIndenture. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.08, Section 7.02(h) and Section 8.04) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has action is permitted by this Indenture and that all conditions precedent to such action have been complied with; provided that no Opinion of Counsel shall be required to be delivered in connection with (1) the original issuance of Notes on the date hereof under this Indenture, (2) the mandatory exchange of the restricted CUSIP of the Restricted Securities to an unrestricted CUSIP pursuant to the applicable procedures of the Depositary upon the Notes becoming freely tradable by non-Affiliates of the Company under Rule 144, or (3) a request by the Company that the Trustee deliver a notice to Holders under this Indenture where the Trustee receives an Officer’s Certificate with respect to such notice. With respect to matters of fact, an Opinion of Counsel may rely on an Officer’s Certificate or certificates of public officials. Notwithstanding anything to the contrary in this Section 17.0617.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to receive such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall shall, if requested by the Trustee, furnish to the Trustee an Officer’s Certificate and Opinion of Counsel stating that in such action is permitted by the opinion terms of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfiedIndenture. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.08) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has action is permitted by this Indenture and that all conditions precedent to such action have been complied with; provided that no Opinion of Counsel shall be required to be delivered in connection with (1) the original issuance of the Initial Notes on the date hereof under this Indenture, (2) any exchange by the Company in its sole discretion of the restricted CUSIP of the Restricted Securities to an unrestricted CUSIP pursuant to the applicable procedures of the Depositary upon the Notes becoming freely tradeable by non-Affiliates of the Company under Rule 144, or (3) a request by the Company that the Trustee deliver a notice to Holders under this Indenture where the Trustee receives an Officer’s Certificate with respect to such notice. With respect to matters of fact, an Opinion of Counsel may rely on an Officer’s Certificate or certificates of public officials. Notwithstanding anything to the contrary in this Section 17.0617.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request, such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall shall, if requested by the Trustee, furnish to the Trustee an Officer’s Certificate and Opinion of Counsel stating that in such action is permitted by the opinion terms of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfiedIndenture. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.08) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has action is permitted by this Indenture and that all conditions precedent to such action have been complied with; provided that no Opinion of Counsel shall be required to be delivered in connection with (1) the original issuance of Notes on the date hereof under this Indenture, (2) the mandatory exchange of the restricted CUSIP of the Restricted Securities to an unrestricted CUSIP pursuant to the applicable procedures of the Depositary upon the Notes becoming freely tradable by non-Affiliates of the Company under Rule 144, or (3) a request by the Company that the Trustee deliver a notice to Holders under this Indenture where the Trustee receives an Officer’s Certificate with respect to such notice. With respect to matters of fact, an Opinion of Counsel may rely on an Officer’s Certificate or certificates of public officials. Notwithstanding anything to the contrary in this Section 17.0617.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request, such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officer’s Certificate and and, if requested by the Trustee, an Opinion of Counsel stating that in such action is permitted by the opinion terms of the signors, this Indenture and that all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed such action have been satisfiedcompiled with; provided that no Opinion of Counsel shall be required to be delivered in connection with the removal of the restricted CUSIP of the Restricted Securities to an unrestricted CUSIP pursuant to the applicable procedures of the Depositary upon the Notes becoming freely tradable by non-Affiliates of the Company under Rule 144, unless either a new Note is to be issued and authenticated (in which case the Opinion of Counsel required by Section 2.04 shall be delivered) or the Note is deemed to be represented by the unrestricted CUSIP pursuant to the procedures set forth in footnote 1 of the Note (in which case an Opinion of Counsel with respect to those procedures shall be delivered); provided further that no Opinion of Counsel shall be required to be delivered in connection with a request by the Company that the Trustee deliver a notice to Holders under this Indenture where the Trustee receives an Officer’s Certificate with respect to such notice. With respect to matters of fact, an Opinion of Counsel may rely on an Officer’s Certificate or certificates of public officials. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section ‎Section 4.08) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has action is permitted by this Indenture and whether all conditions precedent to such action have been complied with; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has action is permitted by this Indenture and that all conditions precedent thereto have been complied with. Notwithstanding anything to the contrary in this Section 17.06‎Section 17.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall shall, if requested by the Trustee, furnish to the Trustee an Officer’s Certificate and Opinion of Counsel stating that in such action is permitted by the opinion terms of the signors, this Indenture and that all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfiedcomplied with; provided, however, that such Opinion of Counsel shall not be required in connection with the initial issuance of the Notes hereunder. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.08) shall include include: (ia) a statement that the Person making person signing such certificate is familiar with the requested action and this Indenture and has read such condition or covenant or conditionherein relating thereto; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such action is permitted by this Indenture and whether or not such condition or covenant or condition has been complied with; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such action is permitted by this Indenture and such condition or covenant or condition has been complied with. Notwithstanding anything to the contrary in this Section 17.0617.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request, such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this IndentureIndenture (other than the initial application for authentication of Notes), the Company shall furnish to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that in such action is permitted by the opinion terms of the signors, this Indenture and that all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action thereto have been satisfiedcomplied with. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.08) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has action is permitted by this Indenture and that all conditions precedent thereto have been complied with. Notwithstanding anything to the contrary in this Section 17.06, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall shall, if requested by the Trustee, furnish to the Trustee an Officer’s Certificate and Opinion of Counsel stating that in such action is permitted by the opinion terms of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfiedIndenture. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.084.08 of this Indenture or Section 314(a)(1) of the Trust Indenture Act) shall include (ia) a statement that the Person making person signing such certificate has read the covenants and conditions precedent to such covenant or conditionaction; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment opinion of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment opinion as to whether or not such covenant or condition has action is permitted by this Indenture and such covenants and conditions precedent have been complied with; and (ivd) a statement as to whether or not, in the judgment opinion of such Personperson, such covenant or condition has action is permitted by this Indenture and that such covenants and conditions precedent to such action have been complied with; provided that no Opinion of Counsel shall be required to be delivered in connection with (1) the original issuance of Notes on the date hereof under this Indenture or (2) a request by the Company that the Trustee deliver a notice to Holders under the Indenture where the Trustee receives an Officer’s Certificate with respect to such notice. With respect to matters of fact, an Opinion of Counsel may rely on an Officer’s Certificate or certificates of public officials. Notwithstanding anything to the contrary in this Section 17.0617.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request, such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall shall, if requested by the Trustee, furnish to the Trustee an Officer’s Officers’ Certificate and Opinion of Counsel stating that in such action is permitted by the opinion terms of the signors, this Indenture and that all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied. Each Officer’s Certificate and complied with; provided, however, that such Opinion of Counsel shall not be required in connection with the initial issuance of the Notes hereunder. Each Officers’ Certificate provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Officers’ Certificates provided for in Section 4.08) shall include include: (ia) a statement that the Person making person signing such certificate is familiar with the requested action and this Indenture and has read such condition or covenant or conditionherein relating thereto; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such action is permitted by this Indenture and whether or not such condition or covenant or condition has been complied with; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such action is permitted by this Indenture and such condition or covenant or condition has been complied with. Notwithstanding anything to the contrary in this Section 17.0617.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request, such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officer’s Officers’ Certificate and Opinion of Counsel stating that in the opinion of the signors, all conditions precedent and covenantsprecedent, if any, provided for in this Indenture relating to the proposed action have been satisfied. Each Officer’s Certificate complied with, and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with. Each certificate or opinion provided for, for by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates a condition or covenant provided for in Section 4.08) this Indenture shall include (i) a statement that the Person person making such certificate or opinion has read such covenant or condition; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statement or opinion contained in such certificate or opinion is based; (iii) a statement that, in the judgment opinion of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether or not, in the judgment opinion of such Personperson, such condition or covenant or condition has been complied with. Notwithstanding anything to the contrary in this Section 17.06, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall shall, if requested by the Trustee, furnish to the Trustee an Officer’s Officers’ Certificate and Opinion of Counsel stating that such action is permitted by the terms of this Indenture and that all covenants and conditions precedent have been complied with, subject in the opinion case of the signors, all conditions precedent and covenants, if any, provided Opinion of Counsel to customary exceptions for in opinions of this Indenture relating to the proposed action have been satisfiedtype. Each Officer’s Officers’ Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Officers’ Certificates provided for in Section 4.08) shall include (ia) a statement that the Person making signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such personPerson, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Person, such covenant or condition has been complied with. Notwithstanding anything to the contrary in action is permitted by this Section 17.06, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to such Opinion of CounselIndenture.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officer’s Officers’ Certificate and and, if requested by the Trustee, an Opinion of Counsel stating that in the opinion of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfiedcomplied with; provided that no Opinion of Counsel shall be required to be delivered in connection with a request by the Company that the Trustee deliver a notice to Holders under the Indenture where the Trustee receives an Officers’ Certificate with respect to such notice. With respect to matters of fact, an Opinion of Counsel may rely on an Officers’ Certificate or certificates of public officials. Each Officer’s Officers’ Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Officers’ Certificates provided for in Section 4.08) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or condition; is familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied with; with; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has been complied with. Notwithstanding anything to the contrary in this Section 17.06, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company or any Subsidiary Guarantor to the Trustee to take any action under any of the provisions of this Indenture, the Company shall or such Subsidiary Guarantor, as the case may be, shall, if requested by the Trustee, furnish to the Trustee an Officer’s Certificate and Opinion of Counsel stating that in such action is permitted by the opinion terms of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfiedIndenture. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section ‎Section 4.08) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionis familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied withaction is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has action is permitted by this Indenture and that all conditions precedent to such action have been complied with; provided that no Opinion of Counsel shall be required to be delivered in connection with (1) the original issuance of Notes on the date hereof under this Indenture, (2) the mandatory exchange of the restricted CUSIP of the Restricted Securities to an unrestricted CUSIP pursuant to the applicable procedures of the Depositary upon the Notes becoming freely tradable by non-Affiliates of the Company under Rule 144, or (3) a request by the Company that the Trustee deliver a notice to Holders under this Indenture where the Trustee receives an Officer’s Certificate with respect to such notice. With respect to matters of fact, an Opinion of Counsel may rely on an Officer’s Certificate or certificates of public officials. Notwithstanding anything to the contrary in this Section 17.06‎Section 17.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request, such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officer’s Certificate and Opinion of Counsel stating that in the opinion of the signors, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.08) shall include (i) a statement that the Person making such certificate has read such covenant or condition; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iii) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether or not, in the judgment of such Person, such covenant or condition has been complied with. Notwithstanding anything to the contrary in this Section 17.06, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Officer’s Certificate or Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to such Opinion of Counsel.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall shall, if requested by the Trustee, furnish to the Trustee an Officer’s Certificate and Opinion of Counsel stating that in such action is permitted by the opinion terms of the signorsthis Indenture. With respect to matters of fact, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfiedan Opinion of Counsel may rely on an Officer’s Certificate or certificates of public officials. Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.08) shall include (ia) a statement that the Person making person signing such certificate has read such covenant or conditionopinion is familiar with the requested action and this Indenture; (iib) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (iiic) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such covenant or condition has all conditions precedent provided for in this Indenture have been complied withwith and whether or not such action is permitted by this Indenture; and (ivd) a statement as to whether or not, in the judgment of such Personperson, such covenant or condition has action is permitted by this Indenture and that all conditions precedent to such action have been complied with; provided that no Opinion of Counsel shall be required to be delivered in connection with (1) the original issuance of Notes on the date hereof under this Indenture or (2) a request by the Company that the Trustee deliver a notice to Holders under this Indenture where the Trustee receives an Officer’s Certificate with respect to such notice. With respect to matters of fact, an Opinion of Counsel may rely on an Officer’s Certificate or certificates of public officials. Notwithstanding anything to the contrary in this Section 17.0617.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to such Opinion of Counsel.