Common use of Opinion of Counsel to Trustee Clause in Contracts

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 and 5.02, shall receive an Opinion of Counsel, prepared in accordance with Section 10.05, as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 7.01 and 5.027.03, shall may receive an Opinion of Counsel, prepared in accordance with Section 10.05, Counsel as conclusive evidence that any such consolidation, merger, conveyance, sale, lease transfer, lease, exchange or conveyance, and any such assumption, and any such liquidation other disposition referred to in Section 5.01 or dissolution, 5.03 complies with the applicable provisions of this Indenture.

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 6.1 and 5.026.2, shall may receive an Opinion of Counsel, prepared in accordance with Section 10.0511.5, as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 and 5.02, shall may receive an Opinion of Counsel, prepared in accordance with Section 10.05, Counsel as conclusive evidence that any such consolidation, merger, conveyance, sale, lease transfer, lease, exchange or conveyance, and any such assumption, and any such liquidation or dissolution, other disposition complies with the applicable provisions of this Indenture.

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 and 5.02, shall may receive an Opinion of Counsel, prepared in accordance with Section 10.05, as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 and 5.02, shall receive an Opinion of Counsel, prepared in accordance with Section 10.0510.06, as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections Section 5.01 and Section 5.02, shall be entitled to receive an Opinion of Counsel, prepared in accordance with Section 10.05, as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 6.01 and 5.026.02, shall may receive an Opinion of Counsel, prepared in accordance with Section 10.05, Counsel as conclusive evidence that any such consolidation, merger, sale, lease transfer, lease, conveyance or conveyance, and any such assumption, and any such liquidation or dissolution, other disposition complies with the applicable provisions of this Indenture.

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 6.01 and 5.026.02, shall receive an Opinion of Counsel, prepared in accordance with Section 10.0514.05, as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such supplemental indenture, or any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 6.1 and 5.026.2, shall may receive an Opinion of Counsel, Counsel prepared in accordance with Section 10.05, 11.5 as conclusive evidence that any such consolidation, merger, sale, lease transfer, lease, disposition or conveyance, and any such assumption, and any such liquidation or dissolution, dissolution complies with the applicable provisions of this Indenture.

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 7.01 and 5.027.02, shall may receive an Opinion of Counsel, prepared in accordance with Section 10.05, Counsel as conclusive evidence that any such consolidation, merger, conveyance, sale, lease transfer, lease, exchange or conveyance, and any such assumption, and any such liquidation or dissolution, other disposition complies with the applicable provisions of this Indenture.

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 6.01 and 5.026.02, shall receive an Opinion of Counsel, prepared in accordance with Section 10.0511.05, as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 6.01 and 5.026.02, shall may receive an Opinion of Counsel, prepared in accordance with Section 10.05, Counsel as conclusive evidence that any such consolidation, merger, conveyance, sale, lease transfer, lease, exchange or conveyance, and any such assumption, and any such liquidation or dissolution, other disposition complies with the applicable provisions of this Indenture.

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 7.01 and 5.027.02, shall receive an Opinion of Counsel, prepared in accordance with Section 10.0511.04, as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 5.1 and 5.025.2, shall may receive an Opinion opinion of Counsel, prepared in accordance with Section 10.0511.5, as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 7.01 and 5.027.02, shall may receive an Opinion of Counsel, prepared in accordance with Section 10.0510.04, as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, release and discharge complies with the applicable provisions of this Indenture.

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 6.01 and 5.026.02, shall may receive an Opinion of Counsel, prepared in accordance with Section 10.05, Counsel as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 and 5.02, shall be entitled to receive an Opinion of Counsel, prepared in accordance with Section 10.05, as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 and 5.02, shall Trustee may receive an Opinion opinion of Counsel, prepared in accordance with Section 10.051.03, as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this IndentureAgreement. * * * * * This Agreement may be signed in any number of counterparts with the same effect as if the signatures to each counterpart were upon a single instrument, and all such counterparts together shall be deemed an original of this Agreement.

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 Section 6.01 and 5.026.02, shall receive may rely on an Opinion of Counsel, prepared in accordance with Section 10.05Counsel and an Officers' Certificate, as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 Section 6.1 and 5.026.2, shall may receive an Opinion of Counsel, prepared in accordance with Section 10.0515.5, as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 5.1 and 5.025.2, shall may receive an Opinion of Counsel, prepared in accordance with Section 10.0511.5, as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 6.01 and 5.026.02, shall receive be provided with an Opinion of Counsel, prepared in accordance with Section 10.05, Counsel as conclusive evidence that any such consolidation, merger, conveyance, sale, lease transfer, lease, exchange or conveyance, and any such assumption, and any such liquidation or dissolution, other disposition complies with the applicable provisions of this Indenture.

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 and 5.02Section 602, shall may receive an Opinion of Counsel, prepared in accordance with Section 10.05102, as conclusive evidence that any such consolidation, merger, sale, lease sale or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 7.01 and 5.027.02, shall may receive an Opinion of Counsel, prepared in accordance with Section 10.05, Counsel as conclusive evidence that any such consolidation, merger, conveyance, sale, lease transfer, lease, exchange or conveyance, and any such assumption, and any such liquidation or dissolution, other disposition referred to in Section 5.01 complies with the applicable provisions of this Indenture.

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 6.01 and 5.026.02, shall receive an Opinion of CounselCounsel and an Officers' Certificate, prepared in accordance with Section 10.0511.05, as conclusive evidence to the effect that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture, and such opinion will be conclusive evidence of such compliance.

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 ‎5.01 and 5.02‎5.05, shall receive an Opinion of Counsel, prepared in accordance with Section 10.05this ‎Section 8.01 and ‎Section 11.05, as conclusive evidence that any such consolidation, combination, merger, sale, lease conveyance, lease, transfer or conveyanceother disposition, and any such assumptionsuccession, substitution and any such liquidation or dissolution, assumption complies with the applicable provisions of this the Indenture.

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections Section 5.01 and Section 5.02, shall may receive an Opinion of Counsel, prepared in accordance with Section 10.05, Counsel as conclusive evidence that any such consolidation, merger, conveyance, sale, lease transfer, lease, exchange or conveyance, and any such assumption, and any such liquidation or dissolution, other disposition complies with the applicable provisions of this Indenture.. 108 114

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 7.01 and 5.027.03, shall receive be provided with an Opinion of Counsel, prepared in accordance with Section 10.05, Counsel as conclusive evidence that any such consolidation, merger, conveyance, sale, lease transfer, lease, exchange or conveyance, and any such assumption, and any such liquidation other disposition referred to in Section 5.01 or dissolution, 5.03 complies with the applicable provisions of this Indenture.

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 5.1 and 5.025.2, shall receive be provided with an Opinion of Counsel, prepared in accordance with Section 10.0510.5, as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 7.01 and 5.027.03, shall receive be provided with an Opinion of Counsel, prepared in accordance with Section 10.05, Counsel (subject to customary exceptions and qualifications) as conclusive evidence that any such consolidation, merger, conveyance, sale, lease transfer, lease, exchange or conveyance, and any such assumption, and any such liquidation other disposition referred to in Section 5.01 or dissolution, 5.02 complies with the applicable provisions of this Indenture.

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 5.1 and 5.025.2, shall receive an Opinion of Counsel, prepared in accordance with Section 10.0510.5, as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 6.1 and 5.026.2, shall receive an Opinion of Counsel, prepared in accordance with Section 10.05, Counsel as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 and 5.02, shall receive an Officers’ Certificate and an Opinion of Counsel, prepared in accordance with Section 10.05, as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolutiondissolution and such supplemental indenture, complies with the applicable provisions of this IndentureArticle 8 and that all conditions precedent herein provided for relating to such transaction have been complied with.

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 6.01 and 5.026.02, shall may receive an Opinion of Counsel, prepared in accordance with Section 10.051.02, as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections Section 5.01 and Section 5.02, shall be entitled to receive an Opinion of Counsel, prepared in accordance with Section 10.05, as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Perpetual Subordinated Indenture.

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 and 5.02Section 7.01, shall receive an Opinion of Counsel, prepared in accordance with Section 10.05, Counsel as conclusive evidence that any such consolidation, merger, sale, conveyance, transfer, lease or conveyanceother disposition, and any such assumption, and any such liquidation or dissolution, complies comply with the applicable provisions of this IndentureArticle Ten.

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections Section 5.01 and Section 5.02, shall be entitled to receive an Opinion of Counsel, prepared in accordance with Section 10.05, as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Subordinated Indenture.

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 6.1 and 5.026.2, shall receive be provided an Opinion of CounselCounsel and an Officer's Certificate, prepared in accordance with Section 10.0513.5, as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections Section 5.01 and Section 5.02, shall may receive an Opinion of Counsel, prepared in accordance with Section 10.05, Counsel as conclusive evidence that any such consolidation, merger, conveyance, sale, lease transfer, lease, exchange or conveyance, and any such assumption, and any such liquidation or dissolution, other disposition complies with the applicable provisions of this Indenture.

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 6.1 and 5.026.2, shall may receive an Opinion of Counsel, prepared in accordance with Section 10.0511.5, as conclusive evidence that any such consolidation, merger, sale, lease sale or conveyance, and any such assumption, and any such liquidation or dissolution, assumption complies with the applicable provisions of this IndentureArticle Nine.

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 and 5.025.05, shall may receive an Opinion of Counsel, prepared in accordance with Section 10.05, as conclusive evidence that any such consolidation, combination, merger, sale, lease conveyance, lease, transfer or conveyanceother disposition, and any such assumptionsuccession, substitution and any such liquidation or dissolution, assumption complies with the applicable provisions of this the Indenture; provided that no such Opinion of Counsel shall be required to be delivered to the Trustee in connection with any consolidation, combination or merger where the Company is the Surviving Entity.

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 ‎6.01 and 5.02‎‎6.02, shall may receive an Opinion of Counsel, prepared in accordance with Section 10.05, Counsel as conclusive evidence that any such consolidation, merger, sale, lease conveyance or conveyancetransfer, and any such assumption, and any such liquidation or dissolution, dissolution complies with the applicable provisions of this Indenture‎‎Article 9.

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 5.1 and 5.025.2, shall may receive an Opinion of Counsel, prepared in accordance with Section 10.0510.5, as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any 64 such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 7.01 and 5.027.02, shall receive be provided with an Opinion of Counsel, prepared in accordance with Section 10.0513.05, as conclusive evidence that any such consolidation, merger, saleconveyance, lease sale or conveyancelease, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 6.1 and 5.026.2, shall may receive an Opinion of Counsel, prepared in accordance with Section 10.0513.5, as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 and 5.02, shall Trustee may receive an Opinion of Counsel, prepared in accordance with Section 10.051.02, as conclusive evidence that any such consolidation, merger, sale, lease sale or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 Section 7.01 and 5.02Section 7.02, shall may receive an Opinion of Counsel, prepared in accordance with Section 10.05, as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 and 5.02, shall may receive an Opinion of Counsel, prepared in accordance with Section 10.05, Counsel as conclusive evidence that any such consolidation, merger, sale, lease assignment, transfer, lease, conveyance or conveyance, and any such assumption, and any such liquidation or dissolution, other disposition complies with the applicable provisions of this Indenture.

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 Section 6.01 and 5.026.02, shall receive may rely on an Opinion of Counsel, prepared in accordance with Section 10.05Counsel and an Officers' Certificate, as conclusive evidence that any such 70 77 consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 7.01 and 5.027.02, shall receive an Officers’ Certificate and an Opinion of Counsel, prepared in accordance with Section 10.0512.05, as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 6.1 and 5.026.2, shall may receive an Opinion of Counsel, prepared in accordance with Section 10.0511.5, as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, conveyance and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Opinion of Counsel to Trustee. The Trustee, subject Trustee is entitled to the provisions of Sections 5.01 receive and 5.02, shall receive conclusively rely on an Opinion of Counsel, prepared in accordance with Section 10.0512.5, as conclusive evidence that any such consolidation, merger, sale, lease sale or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Opinion of Counsel to Trustee. The Trustee, subject to ----------------------------- the provisions of Sections 5.01 6.1 and 5.026.2, shall may receive an Opinion of Counsel, prepared in accordance with Section 10.0511.5, as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 6.1 and 5.026.2, shall receive be provided an Opinion of CounselCounsel and an Officer’s Certificate, prepared in accordance with Section 10.0513.5, as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 Section 6.1 and 5.026.2, shall may receive an Opinion of Counsel, prepared in accordance with Section 10.0511.5, as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 and 5.02Section 5.01, shall receive an Opinion of Counsel, prepared in accordance with Section 10.05, as conclusive evidence that any such amalgamation, reconstruction, consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 7.1 and 5.027.2, shall receive an Opinion of Counsel, prepared in accordance with Section 10.0511.4, as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 6.01 and 5.026.02, shall may receive an Opinion of Counsel, prepared in accordance with Section 10.05, Counsel as conclusive evidence that any such consolidation, merger, sale, lease sale or conveyance, and any such assumption, and any such liquidation or dissolution, dissolution complies with the applicable provisions of this IndentureArticle 9.

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 7.01 and 5.027.02, shall may receive an Opinion of Counsel, prepared in accordance with Section 10.0512.05, as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 and 5.02, shall Trustee may receive an Opinion of Counsel, prepared in accordance with Section 10.051.02, as conclusive 58 65 evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 5.1 and 5.025.2, shall receive be provided with an Opinion of Counsel, prepared in accordance with Section 10.0511.5, as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 5.1 and 5.025.2, shall may receive an Officers' Certificate and an Opinion of Counsel, prepared in accordance with Section 10.05, Counsel as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this IndentureIndenture and that all conditions precedent related to such transaction and provided for herein have been complied with.

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 and 5.02, shall may receive an Opinion of Counsel, Counsel prepared in accordance with Section 10.05, 10.05 as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 6.01 and 5.026.02, shall may receive an Opinion of Counsel, prepared in accordance with Section 10.05, Counsel as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation liquida tion or dissolution, complies with the applicable provisions of this Indenture.

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 6.1 and 5.026.2, shall receive an Opinion of Counsel, prepared in accordance with Section 10.0514.5, as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, any such supplemental indenture, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Opinion of Counsel to Trustee. The Trustee, subject to the ----------------------------- provisions of Sections 5.01 5.1 and 5.025.2, shall may receive an Opinion opinion of Counsel, prepared in accordance with Section 10.0511.5, as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 and 5.02Section 6.02, shall may receive an Opinion of Counsel, prepared in accordance with Section 10.051.02, as conclusive evidence that any such consolidation, merger, sale, lease sale or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 and 5.02Section 5.01, shall receive an Opinion of Counsel, prepared in accordance with Section 10.05, as conclusive evidence that any such consolidationamalgamation, reconstruction, consolidation or merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Opinion of Counsel to Trustee. The Trustee, subject to the ----------------------------- provisions of Sections 5.01 6.1 and 5.026.2, shall may receive an Opinion of Counsel, prepared in accordance with Section 10.0511.5, as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 6.01 and 5.026.02, shall receive an Opinion of Counsel, prepared in accordance with Section 10.0515.05, as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such supplemental indenture, or any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 4.01 and 5.024.02, shall may receive an Opinion of Counsel, prepared in accordance with Section 10.05Sections 1.03 and 1.04, as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this IndentureAgreement.

Opinion of Counsel to Trustee. The TrusteeTrustee shall, subject in addition to the provisions of Sections 5.01 and 5.02documents required by Section 11.5 hereof, shall receive an Opinion of Counsel, prepared in accordance with Section 10.05, Counsel as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with this Article 9 and the applicable provisions of this Indenture.

Opinion of Counsel to Trustee. The Trustee, subject Trustee is entitled to the provisions of Sections 5.01 receive and 5.02, shall receive conclusively rely on an Opinion of Counsel, prepared in accordance with Section 10.0511.5, as conclusive evidence that any such consolidation, merger, sale, lease sale or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 4.1 and 5.024.2, shall may receive an Opinion of Counsel, prepared in accordance with Section 10.05Sections 1.2 and 1.3, as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this IndentureAgreement.

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 6.01 and 5.026.02, shall may receive an Opinion of Counsel, prepared in accordance with Section 10.05, Counsel and Officers’ Certificate as conclusive evidence that any such consolidation, merger, conveyance, sale, lease transfer, lease, exchange or conveyance, and any such assumption, and any such liquidation or dissolution, other disposition complies with the applicable provisions of this Indenture.

Opinion of Counsel to Trustee. The Trustee, Registrar and Paying Agent subject to the provisions of Sections 5.01 6.01 and 5.026.02, shall receive be provided with an Opinion of Counsel, prepared in accordance with Section 10.05, Counsel as conclusive evidence that any such consolidation, merger, conveyance, sale, lease transfer, lease, exchange or conveyance, and any such assumption, and any such liquidation or dissolution, other disposition complies with the applicable provisions of this Indenture.

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 6.1 and 5.026.2, shall may receive an Opinion of Counsel, prepared in accordance with Section 10.0514.5, as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 and 5.02, shall may receive an Opinion of Counsel, prepared in accordance with Section 10.05, as conclusive evidence that any such consolidation, combination, merger, sale, lease assignment, conveyance, lease, transfer or conveyanceother disposition, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 Section 6.01 and 5.026.02, shall receive may rely on an Opinion of Counsel, prepared in accordance with Section 10.05Counsel and an Officers' Certificate, as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.. 72 80 ARTICLE EIGHT

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 7.1 and 5.027.2, shall receive be provided with an Opinion of Counsel, prepared in accordance with Section 10.0512.4, as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections Section 5.01 and Section 5.02, shall be entitled to receive an Opinion of Counsel, prepared in accordance with Section 10.05, as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Fixed-Term Subordinated Indenture.

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 and 5.02, shall may receive an Opinion of Counsel, prepared in accordance with Section 10.05, Counsel as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 6.1 and 5.026.2, shall may receive an Opinion of Counsel, prepared in accordance with Section 10.05, Counsel as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 6.1 and 5.026.2, shall receive an Opinion of Counsel, prepared in accordance with Section 10.0511.7, as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 7.01 and 5.027.03, shall receive may be provided with an Opinion of Counsel, prepared in accordance with Section 10.05, Counsel as conclusive evidence that any such consolidation, merger, conveyance, sale, lease transfer, lease, exchange or conveyance, and any such assumption, and any such liquidation other disposition referred to in Section 5.01 or dissolution, 5.03 complies with the applicable provisions of this Indenture.

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 Section 6.1 and 5.026.2, shall may receive an Opinion of Counsel, prepared in accordance with Section 10.0515.5, as conclusive evidence 932388.8 34 that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Amended and Restated Indenture.

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 501 and 5.02502, shall may receive an Opinion of Counsel, prepared in accordance with Section 10.05, Counsel as conclusive evidence that any such consolidation, merger, conveyance, sale, lease transfer, lease, exchange or conveyance, and any such assumption, and any such liquidation or dissolution, other disposition complies with the applicable provisions of this Indenture.

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 and 5.025.05, shall be entitled to receive an Opinion of Counsel, prepared in accordance with this Section 10.058.01 and Section 11.05, as conclusive evidence that any such consolidation, combination, merger, sale, lease conveyance, lease, transfer or conveyanceother disposition, and any such assumptionsuccession, substitution and any such liquidation or dissolution, assumption complies with the applicable provisions of this Indenture.