Certificates and Opinions of Counsel. (a) Any certificate delivered hereunder may be based, insofar as it relates to legal matters, upon an Opinion of Counsel, unless the Person delivering such certificate knows, or in the exercise of reasonable care should know, that such opinion with respect to the matters upon which such certificate may be based as aforesaid is erroneous. Any Opinion of Counsel or certificate delivered hereunder may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Servicer or the Transferor, stating that the information with respect to such factual matters is in the possession of such Person, unless the Person delivering such certificate or such counsel knows, or in the exercise of reasonable care should know, that such certificate, opinion or representations with respect to such matters are erroneous. Any Opinion of Counsel delivered hereunder may contain necessary exceptions and qualifications.
(b) Any Opinion of Counsel or certificate delivered hereunder may be based, insofar as it relates to accounting matters, upon a certificate or opinion of or representations by an independent public accountant or firm of accountants, unless such counsel or the Person delivering such certificate, as the case may be, knows that the certificate or opinions or representations with respect to the accounting matters upon which the certificate or opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should know that the same are erroneous. Any certificate, opinion or representations of any firm of independent public accountants filed with the Trustee shall contain a statement that such firm is independent.
(c) Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments hereunder, they may, but need not, be consolidated and form one instrument.
Certificates and Opinions of Counsel. To the extent applicable, the Company will furnish to the Trustee and the Collateral Agent, prior to each proposed release of Collateral pursuant to the Security Documents:
(a) all documents required by TIA Section 314(d); and
(b) 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 Section 314(d). The Trustee may, to the extent permitted by Sections 7.01 and 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and such Opinion of Counsel.
Certificates and Opinions of Counsel. (a) To the extent applicable, the Company shall furnish to the Trustee and the Collateral Agent, prior to each proposed release of Collateral pursuant to the Security Documents:
(1) all documents required by TIA Section 314(d); and
(2) an Opinion of Counsel, to the effect that such accompanying documents constitute all documents required by TIA Section 314(d).
(b) The Trustee may, to the extent permitted by Sections 7.01 and 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 and Opinions of Counsel. Notwithstanding anything to the contrary in this Indenture, the Company shall not be required to comply with all or any portion of TIA Section 314(d) if it determines, in good faith based on advice of counsel, that under the terms of TIA Section 314(d) and/or any interpretation or guidance as to the meaning thereof of the SEC or its staff, including "no action" letters or exemptive orders, all or any portion of TIA Section 314(d) is inapplicable to one or a series of releases of Collateral or the SEC will not take any action against the Company for failure to comply with, or that the Company is exempt from, all or any portion of TIA Section 314(d). Any determination made pursuant to this Section 12.04 shall be binding on the Trustee, without the further action of the Trustee and the Trustee shall not be liable for any determination made by the Company in connection with TIA Section 314(d). The Company will comply with the provisions of TIA Section 314(b).
Certificates and Opinions of Counsel. Statements to Be ------------------------------------------------------ Contained Therein; Basis Therefor. Subject to the next sentence, upon any --------------------------------- application or Request by the Company to the Collateral Agent to take any action under any of the provisions of this Pledge Agreement, the Company shall furnish to the Collateral Agent an Officers' Certificate and an Opinion of Counsel in compliance with, but only if required by Sections 11.04 and/or 11.05 of the Indenture. Subject to Section 4.04(c) hereof, as a condition to the proposed release or exclusion of any Spare Parts from the Lien of this Pledge Agreement in accordance with the terms hereof, which Spare Parts remain located at a Designated Location, the Company shall furnish to the Collateral Agent an Opinion of Counsel, in form and substance satisfactory to the Collateral Agent to the effect that the Collateral Agent's security interest in the other Spare Parts which are Pledged Spare Parts at such Designated Location remains unaffected as to validity, perfection and priority under applicable federal and state law and that such release (including, without limitation, all documents created and filings made with respect thereto) will not have an adverse effect on the Collateral Agent's security interest in and to the Pledged Spare Parts.
Certificates and Opinions of Counsel. Statements to be Contained Therein; Basis Therefor. Upon any application or Request by the Company to the Security Agent to take any action under any of the provisions of this Spare Parts Security Agreement, the Company shall furnish to the Security Agent an Officers' Certificate and an Opinion of Counsel in compliance with, but only if required by, Sections 12.4 and/or 12.5 of the Indenture.
Certificates and Opinions of Counsel. 76 Section 11.05. AUTHORIZATION OF ACTIONS TO BE TAKEN BY THE TRUSTEE UNDER THE SECURITY DOCUMENTS........................................77 Section 11.06. AUTHORIZATION OF RECEIPT OF FUNDS BY THE TRUSTEE UNDER THE SECURITY DOCUMENTS........................................77 Section 11.07.
Certificates and Opinions of Counsel. To the extent applicable and subject to Section 11.04(d), the Company will furnish to the Trustee and the Collateral Agent, prior to each proposed release of Collateral pursuant to the Indenture and the Security Documents:
(a) all documents required by TIA Section 314(d); and
(b) an Opinion of Counsel to the effect that such accompanying documents constitute all documents required by TIA Section 314(d). If any Collateral is released in accordance with the Indenture or any Security Document and if the Company has delivered the certificates and documents required by the Indenture and the Security Documents and this Section 11.05, the Trustee will determine whether it has received all documentation required by TIA Section 314(d) in connection with such release and, based on such determination and the opinion of counsel delivered pursuant to this Indenture, will deliver a certificate to the Company setting forth such determination. Notwithstanding the foregoing, any determination made pursuant to the final sentence of Section 11.04(d) shall be binding on the Trustee, without the further action of the Trustee contemplated by the immediately preceding sentence of this paragraph. The Company will comply with the provisions of TIA Section 314(b).
Certificates and Opinions of Counsel. To the extent applicable, the Company will furnish to the Trustee and the Collateral Agent, prior to each proposed release of Collateral pursuant to the Security Documents:
(a) all documents required by TIA Section 314(d); and
(b) 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 Section 314(d) and that such release is authorized or permitted by this Indenture and the Security Documents and that all conditions precedent to such release have been satisfied. The Trustee may, to the extent permitted by Sections 7.01 and 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and such Opinion of Counsel.
Certificates and Opinions of Counsel. Statements to Be ------------------------------------------------------ Contained Therein; Bases Therefor. Subject to the next sentence, upon any --------------------------------- application or Request by the Company to the Collateral Agent to take any action under any of the provisions of this Pledge Agreement, the Company shall furnish to the Collateral Agent an Officers' Certificate and an Opinion of Counsel in compliance with, but only if required by Sections 11.4 and/or 11.5 of the Indenture.
