Common use of Certificates of the Company Clause in Contracts

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

Certificates of the Company. The Company shall furnish to the Trustee, prior to any proposed release of Escrow Collateral other than pursuant to the express terms of the Escrow Agreement, (i) all documents required by TIA (S) Section 314(d) of the TIA and (ii) an Opinion of Counsel, which may be rendered by internal counsel to the Company, to the effect that such accompanying documents constitute all documents required by TIA (SSection 314(d) 314(d)of the TIA. The Trustee may, to the extent permitted by Section 7.01 Sections 7.1 and Section 7.027.2, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and such Opinion of Counsel.

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

Certificates of the Company. The Company shall furnish to the TrusteeTrustee and the Special Escrow Agent, prior to any each proposed release of Pledged Collateral other than pursuant to the express terms of the Pledge and Escrow Agreement, (i) all documents required by TIA (S) Section 314(d) and Section (ii) an Opinion of Counsel, which may be rendered by internal counsel to the Company, to the effect that such accompanying documents constitute all documents required by TIA (S) Section 314(d). The Trustee may, to the extent permitted by Section 7.01 and Section 7.02Article 7 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and such Opinion of Counsel.

Certificates of the Company. The Company shall furnish to the Trustee, prior to any proposed release of Collateral other than pursuant to the express terms of the Escrow Agreement, (i) all documents required by TIA (S) Section 314(d) and (ii) an Opinion of Counsel, which may be rendered by internal counsel to the Company, to the effect that such accompanying documents constitute all documents required by TIA (S) Section 314(d). The Trustee may, to the extent permitted by Section 7.01 6.01 and Section 7.026.03, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and such Opinion of Counsel.. 135

Certificates of the Company. The Company shall furnish to the Trustee, prior to any proposed release of Collateral other than pursuant to the express terms of the Escrow Agreement, (i) all documents required by TIA (S) { 314(d) and (ii) an Opinion of Counsel, which may be rendered by internal counsel to the Company, to the effect that such accompanying documents constitute all documents required by TIA (S) { 314(d). The Trustee may, to the extent permitted by Section 7.01 6.01 and Section 7.026.03, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and such Opinion of Counsel.

Certificates of the Company. The Company shall furnish to the Trustee, prior to any proposed release of Collateral other than pursuant to the express terms of the Escrow Agreement, (i) all documents required by TIA (S) ss. 314(d) and (ii) an Opinion of Counsel, which may be rendered by internal counsel to the Company, to the effect that such accompanying documents constitute all documents required by TIA (S) ss. 314(d). The Trustee may, to the extent permitted by Section 7.01 6.01 and Section 7.026.03, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and such Opinion of Counsel.

Certificates of the Company. The Company Issuers shall furnish to the Trustee, prior to any proposed release of Collateral other than pursuant to the express terms of the Interest Escrow Agreement, (i) all documents required by TIA (S) Section 314(d) and (ii) an Opinion of Counsel, which may be rendered by internal counsel to either of the CompanyIssuers, to the effect that such accompanying documents constitute all documents required by TIA (S) Section 314(d). The Trustee may, to the extent permitted by Section 7.01 and Section 7.02, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and such Opinion of Counsel.