Common use of Compliance Certificates and Opinions, etc Clause in Contracts

Compliance Certificates and Opinions, etc. (a) Upon any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Issuer shall furnish to the Indenture Trustee (i) an Issuer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, (ii) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent, if any, have been complied with and (iii) (if required by the TIA) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section 11.1, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished. (b) Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: (i) a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with. (c) Prior to the deposit of any Collateral or other property or securities with the Indenture Trustee that is to be made the basis for the release of any property or securities subject to the lien of this Indenture, the Issuer shall, in addition to any obligation imposed in Section 11.1(a) or elsewhere in this Indenture, deliver to the Indenture Trustee an Issuer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) days of such deposit) to the Issuer of the Collateral or other property or securities to be so deposited. (d) Whenever the Issuer is required to furnish to the Indenture Trustee an Issuer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(c), the Issuer shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters if the fair value to the Issuer of the property or securities to be so deposited and of all other such property or securities made the basis of any such withdrawal or release since the commencement of the then-current fiscal year of the Issuer, as set forth in the certificates furnished pursuant to Section 11.1(c) and this Section 11.1(d), is 10% or more of the Note Balance, but such a certificate need not be furnished with respect to any property or securities so deposited if the fair value thereof to the Issuer as set forth in the related Issuer’s Certificate is less than $25,000 or less than 1% of the Note Balance. (e) Whenever any property or securities are to be released from the lien of this Indenture, the Issuer shall also furnish to the Indenture Trustee an Issuer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) days of such release) of the property or securities proposed to be released and stating that in the opinion of such person the proposed release will not impair the security under this Indenture in contravention of the provisions hereof. (f) Whenever the Issuer is required to furnish to the Indenture Trustee an Issuer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(e), the Issuer shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property, other than property as contemplated by Section 11.1(g) or securities released from the lien of this Indenture since the commencement of the then-current calendar year, as set forth in the certificates required by Section 11.1(e) and this Section 11.1(f), is 10% or more of the Note Balance, but such a certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related Issuer’s Certificate is less than $25,000 or less than 1% of the Note Balance. (g) Notwithstanding Section 2.10 or any other provisions of this Section 11.1, the Issuer may, without compliance with the requirements of the other provisions of this Section 11.1, (i) collect, liquidate, sell or otherwise dispose of Receivables and Financed Vehicles as and to the extent permitted or required by the Transaction Documents and (ii) make cash payments out of the Trust Accounts as and to the extent permitted or required by the Transaction Documents.

Compliance Certificates and Opinions, etc. (a) Upon any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Issuer shall shall, upon written request therefor from the Indenture Trustee, furnish to the Indenture Trustee (i) an IssuerOfficer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, (ii) an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent, if any, have been complied with and (iii) (if required by the TIA) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section 11.1Section, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion such written request from the Indenture Trustee need be furnished. furnished (b) and only such expressly required documents need be delivered in connection therewith). Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: (i) a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with. (cb) Prior to the deposit of any Collateral or other property or securities with the Indenture Trustee that is to be made the basis for the release of any property or securities subject to the lien of this Indenture, the Issuer shall, in addition to any obligation imposed in Section 11.1(a11.01(a) or elsewhere in this Indenture, deliver furnish to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) days of such deposit) to the Issuer of the Collateral or other property or securities to be so deposited. (dc) Whenever the Issuer is required to furnish to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of any signer signatory thereof as to the matters described in Section 11.1(c)11.01(b) above, the Issuer shall also furnish deliver to the Indenture Trustee an Independent Certificate as to the same matters matters, if the fair value to the Issuer of the property or securities to be so deposited and of all other such property or securities made the basis of any such withdrawal or release since the commencement of the then-current then‑current fiscal year of the Issuer, as set forth in the certificates furnished delivered pursuant to Section 11.1(c11.01(b) and this Section 11.1(d), 11.01(c) is 10% or more of the Note BalanceOutstanding Amount of the Notes, but such a certificate need not be furnished with respect to any property or securities so deposited deposited, if the fair value thereof to the Issuer as set forth in the related IssuerOfficer’s Certificate is less than $25,000 or less than 1% one percent of the Note BalanceOutstanding Amount of the Notes. (ed) Whenever any property or securities are to be released from the lien of this Indenture, the Issuer shall also furnish to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) days of such release) of the property or securities proposed to be released and stating that in the opinion of such person the proposed release will not impair the security under this Indenture in contravention of the provisions hereof. (f) Whenever the Issuer is required to furnish to the Indenture Trustee an Issuer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(e), the Issuer shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property, other than property as contemplated by Section 11.1(g) or securities released from the lien of this Indenture since the commencement of the then-current calendar year, as set forth in the certificates required by Section 11.1(e) and this Section 11.1(f), is 10% or more of the Note Balance, but such a certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related Issuer’s Certificate is less than $25,000 or less than 1% of the Note Balance. (g) Notwithstanding Section 2.10 or any other provisions of this Section 11.1, the Issuer may, without compliance with the requirements of the other provisions of this Section 11.1, (i) collect, liquidate, sell or otherwise dispose of Receivables and Financed Vehicles as and to the extent permitted or required by the Transaction Documents and (ii) make cash payments out of the Trust Accounts as and to the extent permitted or required by the Transaction Documents.

Compliance Certificates and Opinions, etc. (a) Upon any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Issuer shall furnish to the Indenture Trustee (i) an IssuerOfficer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, (ii) an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent, if any, have been complied with and (iii) (if required by Section 11.01(b)(ii) or the TIA) , an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section 11.1Certificate, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished. (b) . Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: (i) a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with. (cb) (i) Prior to the deposit of any Collateral of the Trust Estate or other property or securities with the Indenture Trustee that is to be made the basis for the release of any property or securities subject to the lien Lien of this Indenture, the Issuer shall, in addition to any obligation imposed in Section 11.1(a11.01(a) or elsewhere in this Indenture, deliver to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of each person individual signing such certificate as to the fair value (within ninety (90) 90 days of such deposit) to the Issuer of the Collateral Trust Estate or other property or securities to be so deposited. (d) Whenever the Issuer is required to furnish to the Indenture Trustee an Issuer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(c), the Issuer shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters if the fair value to the Issuer of the property or securities to be so deposited and of all other such property or securities made the basis of any such withdrawal or release since the commencement of the then-current fiscal year of the Issuer, as set forth in the certificates furnished pursuant to Section 11.1(c) and this Section 11.1(d), is 10% or more of the Note Balance, but such a certificate need not be furnished with respect to any property or securities so deposited if the fair value thereof to the Issuer as set forth in the related Issuer’s Certificate is less than $25,000 or less than 1% of the Note Balance. (e) Whenever any property or securities are to be released from the lien of this Indenture, the Issuer shall also furnish to the Indenture Trustee an Issuer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) days of such release) of the property or securities proposed to be released and stating that in the opinion of such person the proposed release will not impair the security under this Indenture in contravention of the provisions hereof. (f) Whenever the Issuer is required to furnish to the Indenture Trustee an Issuer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(e), the Issuer shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property, other than property as contemplated by Section 11.1(g) or securities released from the lien of this Indenture since the commencement of the then-current calendar year, as set forth in the certificates required by Section 11.1(e) and this Section 11.1(f), is 10% or more of the Note Balance, but such a certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related Issuer’s Certificate is less than $25,000 or less than 1% of the Note Balance. (g) Notwithstanding Section 2.10 or any other provisions of this Section 11.1, the Issuer may, without compliance with the requirements of the other provisions of this Section 11.1, (i) collect, liquidate, sell or otherwise dispose of Receivables and Financed Vehicles as and to the extent permitted or required by the Transaction Documents and (ii) make cash payments out of the Trust Accounts as and to the extent permitted or required by the Transaction Documents.

Compliance Certificates and Opinions, etc. (a) Upon any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Issuer shall shall, upon written request therefor from the Indenture Trustee, furnish to the Indenture Trustee (i) an IssuerOfficer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, (ii) an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent, if any, have been complied with and (iii) (if required by the TIA) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section 11.1Section, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion such written request from the Indenture Trustee need be furnished. furnished (b) and only such expressly required documents need be delivered in connection therewith). Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: (i) a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with. (cb) Prior to the deposit of any Collateral or other property or securities with the Indenture Trustee that is to be made the basis for the release of any property or securities subject to the lien of this Indenture, the Issuer shall, in addition to any obligation imposed in Section 11.1(a11.01(a) or elsewhere in this Indenture, deliver furnish to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) 90 days of such deposit) to the Issuer of the Collateral or other property or securities to be so deposited. (dc) Whenever the Issuer is required to furnish to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of any signer signatory thereof as to the matters described in Section 11.1(c)11.01(b) above, the Issuer shall also furnish deliver to the Indenture Trustee an Independent Certificate as to the same matters matters, if the fair value to the Issuer of the property or securities to be so deposited and of all other such property or securities made the basis of any such withdrawal or release since the commencement of the then-current fiscal year of the Issuer, as set forth in the certificates furnished delivered pursuant to Section 11.1(c11.01(b) and this Section 11.1(d), 11.01(c) is 10% or more of the Note BalanceOutstanding Amount of the Notes, but such a certificate need not be furnished with respect to any property or securities so deposited deposited, if the fair value thereof to the Issuer as set forth in the related IssuerOfficer’s Certificate is less than $25,000 or less than 1% one percent of the Note BalanceOutstanding Amount of the Notes. (ed) Whenever any property or securities are to be released from the lien of this Indenture, the Issuer shall also furnish to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) 90 days of such release) of the property or securities proposed to be released and stating that in the opinion of such person the proposed release will not impair the security under this Indenture in contravention of the provisions hereof. (f) Whenever the Issuer is required to furnish to the Indenture Trustee an Issuer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(e), the Issuer shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property, other than property as contemplated by Section 11.1(g) or securities released from the lien of this Indenture since the commencement of the then-current calendar year, as set forth in the certificates required by Section 11.1(e) and this Section 11.1(f), is 10% or more of the Note Balance, but such a certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related Issuer’s Certificate is less than $25,000 or less than 1% of the Note Balance. (g) Notwithstanding Section 2.10 or any other provisions of this Section 11.1, the Issuer may, without compliance with the requirements of the other provisions of this Section 11.1, (i) collect, liquidate, sell or otherwise dispose of Receivables and Financed Vehicles as and to the extent permitted or required by the Transaction Documents and (ii) make cash payments out of the Trust Accounts as and to the extent permitted or required by the Transaction Documents.

Compliance Certificates and Opinions, etc. (a) Upon any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Issuer shall furnish to the Indenture Trustee (i) an IssuerOfficer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, (ii) an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent, if any, have been complied with and (iii) (if required by Section 11.01(b)(ii) or the TIA) , an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section 11.1Certificate, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished. (b) . Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: (i) a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with. (ci) Prior to the deposit of any Collateral or other property or securities with the Indenture Trustee that is to be made the basis for the release of any property or securities subject to the lien Lien of this Indenture, the Issuer shall, in addition to any obligation imposed in Section 11.1(a11.01(a) or elsewhere in this Indenture, deliver to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of each person individual signing such certificate as to the fair value (within ninety (90) 90 days of such deposit) to the Issuer of the Collateral or other property or securities to be so deposited. (dii) Whenever the Issuer is required to furnish to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(c)clause (i) above, the Issuer shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters matters, if the fair value to the Issuer of the property or securities to be so deposited and of all other such property or securities made the basis of any such withdrawal or release since the commencement of the then-current fiscal year of the Issuer, as set forth in the certificates furnished pursuant to Section 11.1(cclause (i) above and this Section 11.1(dclause (ii), is 10% or more of the Note Balance, but such a certificate need not be furnished with respect to any property or securities so deposited deposited, if the fair value thereof to the Issuer as set forth in the related IssuerOfficer’s Certificate is less than $25,000 or less than 1% of the Note Balance. (eiii) Whenever Other than with respect to any release described in clause (A) or (B) of Section 11.01(b)(v), whenever any property or securities are to be released from the lien Lien of this Indenture, the Issuer shall also furnish to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) 90 days of such release) of the property or securities proposed to be released and stating that in the opinion of such person the proposed release will not impair the security under this Indenture in contravention of the provisions hereof. (fiv) Whenever the Issuer is required to furnish to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(e)clause (iii) above, the Issuer shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property, property (other than property as contemplated by Section 11.1(gdescribed in clauses (A) or securities (B) of Section 11.01(b)(v)) released from the lien Lien of this Indenture since the commencement of the then-current calendar year, as set forth in the certificates required by Section 11.1(eclause (iii) above and this Section 11.1(fclause (iv), is equals 10% or more of the Note Balance, but such a certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related IssuerOfficer’s Certificate is less than $25,000 or less than 1% of the Note BalanceBalance at the time of such release. (gv) Notwithstanding Section 2.10 2.13 or any other provisions provision of this Section 11.1Section, the Issuer may, without compliance with the requirements of the other provisions of this Section 11.1Section, (iA) collect, liquidate, sell or otherwise dispose of Receivables and Financed Vehicles as and to the extent permitted or required by the Transaction Basic Documents and (iiB) make cash payments out of the Trust Accounts as and to the extent permitted or required by the Transaction Basic Documents.

Compliance Certificates and Opinions, etc. (a) Upon any application or request by the Issuer to the Indenture Trustee to take any action under that is not specifically required by any provision of this Indenture, the Issuer shall furnish to the Indenture Trustee (i) an IssuerOfficer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, (ii) an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent, if any, have been complied with and (iii) (if required by the TIATIA and except in the case of a full redemption under Section 10.01) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section 11.1, except that, in Section. Upon any application or request by the case Issuer to the Indenture Trustee to take any action under any provision of any this Indenture wherein such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished. (b) . Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: (i) a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with. (ci) Prior to the deposit of any Collateral or other property or securities with the Indenture Trustee that is to be made the basis for the release of any property or securities subject to the lien of this Indenture, the Issuer shall, in addition to any obligation imposed in Section 11.1(a11.01 (a) or elsewhere in this Indenture, deliver furnish to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) days of such deposit) to the Issuer of the Collateral or other property or securities to be so deposited. (dii) Whenever the Issuer is required to furnish to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(c)clause (i) above, the Issuer shall also furnish deliver to the Indenture Trustee an Independent Certificate as to the same matters matters, if the fair value to the Issuer of the property or securities to be so deposited and of all other such property or securities made the basis of any such withdrawal or release since the commencement of the then-current fiscal year of the Issuer, as set forth in the certificates furnished delivered pursuant to Section 11.1(cclause (i) above and this Section 11.1(dclause (ii), is 10% or more of the Note BalanceOutstanding Amount, but such a certificate need not be furnished with respect to any property or securities so deposited deposited, if the fair value thereof to the Issuer as set forth in the related IssuerOfficer’s Certificate is less than $25,000 or less than 1% one percent of the Note BalanceOutstanding Amount of the Notes. (eiii) Whenever Other than with respect to any release described in clause (A) or (B) of Section 11.01(b)(v), whenever any property or securities are to be released from the lien of this Indenture, the Issuer shall also furnish to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) days of such release) of the property or securities proposed to be released and stating that in the opinion of such person the proposed release will not impair the security under this Indenture in contravention of the provisions hereof. (fiv) Whenever the Issuer is required to furnish to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(e)clause (iii) above, the Issuer shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property, property (other than property as contemplated by Section 11.1(gdescribed in clauses (A) or securities (B) of Section 11.01 (b)(v)) released from the lien of this Indenture since the commencement of the then-current calendar year, as set forth in the certificates required by Section 11.1(eclause (iii) above and this Section 11.1(fclause (iv), is equals 10% or more of the Note BalanceOutstanding Amount, but such a certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related IssuerOfficer’s Certificate is less than $25,000 or less than 1% one percent of the Note Balancethen Outstanding Amount. (gv) Notwithstanding Section 2.10 2.12 or any other provisions provision of this Section 11.1Section, the Issuer may, without compliance with the requirements of the other provisions of this Section 11.1Section, (iA) collect, liquidate, sell or otherwise dispose of Receivables and Financed Vehicles as and to the extent permitted or required by the Transaction Basic Documents and (iiB) make cash payments out of the Trust Accounts as and to the extent permitted or required by the Transaction Basic Documents.

Compliance Certificates and Opinions, etc. (a) Upon any application or request by Whenever the Issuer to requests the Indenture Trustee to take any action under any provision of this Indenture, the Issuer shall furnish to the Indenture Trustee and the Credit Enhancer (i) an Issuer’s Officer's Certificate stating that all any conditions precedent, if any, precedent provided for in this Indenture relating to the proposed action have been complied with, with and (ii) an Opinion of Counsel stating that, that in the its opinion of such counsel, all such any conditions precedent, if any, precedent have been complied with and (iii) (if required by the TIA) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section 11.1, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished. (b) with. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: (i) a statement that each signatory of such the certificate or opinion has read or has caused to be read such the covenant or condition and the definitions herein in this Indenture relating theretoto it; (ii) a brief statement as to the nature and scope of the examination or investigation upon on which the statements or opinions contained in such the certificate or opinion are based; (iii) a statement that, in the opinion of each such signatory, such the signatory has made such any examination or investigation as is necessary to enable such for the signatory to express an informed opinion as to about whether or not such the covenant or condition has been complied with; and; (iv) a statement as to whether, in the opinion of each such signatory, such the condition or covenant has been complied with; and (v) if the signer of the certificate is required to be Independent, the statement required by the definition of Independent. (ci) Prior to Before the deposit of any Collateral or other property or securities with the Indenture Trustee that is to be made the basis for the release of any property or securities subject to the lien of this Indenture, the Issuer shall, in addition to any obligation imposed in Section 11.1(a11.01(a) or elsewhere in this Indenture, deliver furnish to the Indenture Trustee and the Credit Enhancer an Issuer’s Officer's Certificate certifying or stating the opinion of each person signing such the certificate as to the fair value (within ninety (90) 90 days of such the deposit) to the Issuer of the Collateral or other property or securities to be so deposited. (dii) Whenever the Issuer is required to furnish to the Indenture Trustee an Issuer’s Officer's Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(cclause (b)(i), the Issuer shall also furnish deliver to the Indenture Trustee and the Credit Enhancer an Independent Certificate as to the same matters matters, if the fair value to the Issuer of the property or securities to be so deposited as the basis of any release and of all other such property or securities made the basis of any such withdrawal or release since the commencement of the then-current fiscal calendar year of the Issuer, as set forth described in the certificates furnished delivered pursuant to Section 11.1(cclause (b)(i) and this Section 11.1(d), is 10% or more of the Note Balanceaggregate Outstanding Amount of both Classes of Notes, but such a the certificate need not be furnished with respect to for any property or securities so deposited deposited, if the their fair value thereof to the Issuer as set forth described in the related Issuer’s Officer's Certificate is less than $25,000 or less than 1% of the Note Balancethen aggregate Outstanding Amount of both Classes of Notes. (eiii) Whenever any property or securities are is to be released from the lien of this Indenture, the Issuer shall also furnish to the Indenture Trustee and the Credit Enhancer an Issuer’s Officer's Certificate certifying or stating the opinion of each person signing such the certificate as to the fair value (within ninety (90) 90 days of such the release) of the property or securities proposed to be released and stating that in the opinion of such that person the proposed release will not impair the security under this Indenture in contravention of the provisions hereofof this Indenture. (fiv) Whenever the Issuer is required to furnish to the Indenture Trustee an Issuer’s Officer's Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(eclause (b)(iii), the Issuer shall also furnish to the Indenture Trustee and the Credit Enhancer an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property, other than property as contemplated by Section 11.1(g) or securities released from the lien of this Indenture since the commencement of the then-current calendar year, as set forth described in the certificates required by Section 11.1(eclause (b)(iii) and this Section 11.1(fclause (b)(iv), is equals 10% or more of the Note Balanceaggregate Outstanding Amount of both Classes of Notes, but such a the certificate need not be furnished in the case of for any release of property or securities if the its fair value thereof as set forth described in the related Issuer’s Officer's Certificate is less than $25,000 or less than 1% of the Note Balancethen aggregate Outstanding Amount of both Classes of Notes. (gv) Notwithstanding Section 2.10 or any other provisions provision of this Section 11.1Indenture, the Issuer may, without compliance with the other requirements of the other provisions of this Section 11.1Section, (iA) collect, liquidate, sell sell, or otherwise dispose of Receivables and Financed Vehicles Collateral as and to the extent permitted or required by the Transaction Documents Documents, and (iiB) make cash payments out of the Trust Accounts Collection Account as and to the extent permitted or required by the Transaction Documents, so long as the Issuer delivers to the Indenture Trustee and the Credit Enhancer every six months, beginning six months after the date of this Indenture, an Officer's Certificate of the Issuer stating that all the dispositions of Collateral described in clauses (A) and (B) that occurred during the preceding six months were in the ordinary course of the Issuer's business and that their proceeds were applied in accordance with the Transaction Documents.

Compliance Certificates and Opinions, etc. (a) Upon any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Issuer shall furnish to the Indenture Trustee and the Rating Agencies (i) an Issuer’s Officers’ Certificate of the Issuer stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, (ii) an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent, if any, have been complied with and (iii) (if required by the TIA) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section 11.1Section, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished. (b) . Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture indenture shall include: (i) a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with. (cb) (i) Prior to the deposit of any Collateral or other property or securities with the Indenture Trustee that is to be made the basis for the release of any property or securities subject to the lien of this Indenture, the Issuer shall, in addition to any obligation imposed in Section 11.1(a) or elsewhere in this Indenture, deliver furnish to the Indenture Trustee and the Rating Agencies an Issuer’s Officers’ Certificate of the Issuer certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) 90 days of such deposit) to the Issuer of the Collateral or other property or securities to be so deposited. (d) Whenever the Issuer is required to furnish to the Indenture Trustee an Issuer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(c), the Issuer shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters if the fair value to the Issuer of the property or securities to be so deposited and of all other such property or securities made the basis of any such withdrawal or release since the commencement of the then-current fiscal year of the Issuer, as set forth in the certificates furnished pursuant to Section 11.1(c) and this Section 11.1(d), is 10% or more of the Note Balance, but such a certificate need not be furnished with respect to any property or securities so deposited if the fair value thereof to the Issuer as set forth in the related Issuer’s Certificate is less than $25,000 or less than 1% of the Note Balance. (e) Whenever any property or securities are to be released from the lien of this Indenture, the Issuer shall also furnish to the Indenture Trustee an Issuer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) days of such release) of the property or securities proposed to be released and stating that in the opinion of such person the proposed release will not impair the security under this Indenture in contravention of the provisions hereof. (f) Whenever the Issuer is required to furnish to the Indenture Trustee an Issuer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(e), the Issuer shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property, other than property as contemplated by Section 11.1(g) or securities released from the lien of this Indenture since the commencement of the then-current calendar year, as set forth in the certificates required by Section 11.1(e) and this Section 11.1(f), is 10% or more of the Note Balance, but such a certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related Issuer’s Certificate is less than $25,000 or less than 1% of the Note Balance. (g) Notwithstanding Section 2.10 or any other provisions of this Section 11.1, the Issuer may, without compliance with the requirements of the other provisions of this Section 11.1, (i) collect, liquidate, sell or otherwise dispose of Receivables and Financed Vehicles as and to the extent permitted or required by the Transaction Documents and (ii) make cash payments out of the Trust Accounts as and to the extent permitted or required by the Transaction Documents.

Compliance Certificates and Opinions, etc. (a) Upon any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Issuer shall furnish to the Indenture Trustee (i) an Issuer’s Officer's Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, with and (ii) an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent, if any, have been complied with and (iii) (if required by the TIA) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section 11.1with, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished. (b) . Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: (i) a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and; (iv) a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with.; and (cv) if the signatory of such certificate or opinion is required to be Independent, the statement required by the definition of the term "Independent Certificate." (b) (i) Prior to the deposit of any Collateral or other property or securities with the Indenture Trustee that is to be made the basis for the release of any property or securities subject to the lien of this Indenture, the Issuer shall, in addition to any obligation imposed in Section 11.1(a10.01(a) or elsewhere in this Indenture, deliver furnish to the Indenture Trustee an Issuer’s Officer's Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) 90 days of prior to such deposit) to the Issuer of the Collateral or other property or securities to be so deposited. (d) Whenever the Issuer is required to furnish to the Indenture Trustee an Issuer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(c), the Issuer shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters if the fair value to the Issuer of the property or securities to be so deposited and of all other a report from a nationally recognized accounting firm verifying such property or securities made the basis of any such withdrawal or release since the commencement of the then-current fiscal year of the Issuer, as set forth in the certificates furnished pursuant to Section 11.1(c) and this Section 11.1(d), is 10% or more of the Note Balance, but such a certificate need not be furnished with respect to any property or securities so deposited if the fair value thereof to the Issuer as set forth in the related Issuer’s Certificate is less than $25,000 or less than 1% of the Note Balancevalue. (e) Whenever any property or securities are to be released from the lien of this Indenture, the Issuer shall also furnish to the Indenture Trustee an Issuer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) days of such release) of the property or securities proposed to be released and stating that in the opinion of such person the proposed release will not impair the security under this Indenture in contravention of the provisions hereof. (f) Whenever the Issuer is required to furnish to the Indenture Trustee an Issuer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(e), the Issuer shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property, other than property as contemplated by Section 11.1(g) or securities released from the lien of this Indenture since the commencement of the then-current calendar year, as set forth in the certificates required by Section 11.1(e) and this Section 11.1(f), is 10% or more of the Note Balance, but such a certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related Issuer’s Certificate is less than $25,000 or less than 1% of the Note Balance. (g) Notwithstanding Section 2.10 or any other provisions of this Section 11.1, the Issuer may, without compliance with the requirements of the other provisions of this Section 11.1, (i) collect, liquidate, sell or otherwise dispose of Receivables and Financed Vehicles as and to the extent permitted or required by the Transaction Documents and (ii) make cash payments out of the Trust Accounts as and to the extent permitted or required by the Transaction Documents.

Compliance Certificates and Opinions, etc. (a) Upon any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Issuer shall furnish to the Indenture Trustee (i) an IssuerOfficer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, (ii) an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent, if any, have been complied with and (iii) (if required by the TIA) an Independent Certificate from a firm of certified registered public accountants meeting the applicable requirements of this Section 11.110.01, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished. (b) Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: (i) a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with. (ci) Prior to the deposit of any Recovery Bond Collateral or other property or securities with the Indenture Trustee that is to be made the basis for the release of any property or securities subject to the lien Lien of this Indenture, the Issuer shall, in addition to any obligation imposed in Section 11.1(a10.01(a) or elsewhere in this Indenture, deliver furnish to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) days of such deposit) to the Issuer of the Recovery Bond Collateral or other property or securities to be so deposited. (dii) Whenever the Issuer is required to furnish to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(c)clause (c) above, the Issuer shall also furnish deliver to the Indenture Trustee an Independent Certificate as to the same matters matters, if the fair value to the Issuer of the property or securities to be so deposited and of all other such property or securities made the basis of any such withdrawal or release since the commencement of the then-current fiscal year of the Issuer, as set forth in the certificates furnished delivered pursuant to Section 11.1(cclause (c) above and this Section 11.1(dclause (ii), is 10% ten percent or more of the Note BalanceOutstanding Amount of the Recovery Bonds, but such a certificate need not be furnished with respect to any property or securities so deposited deposited, if the fair value thereof to the Issuer as set forth in the related IssuerOfficer’s Certificate is less than the lesser of (A) $25,000 or less than 1% (B) one percent of the Note BalanceOutstanding Amount of the Recovery Bonds. (eiii) Whenever any property or securities are to be released from the lien Lien of this IndentureIndenture other than pursuant to Section 8.02(e), the Issuer shall also furnish to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) days of such release) of the property or securities proposed to be released and stating that in the opinion of such person the proposed release will not impair the security under this Indenture in contravention of the provisions hereof. (fiv) Whenever the Issuer is required to furnish to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of any signer signatory thereof as to the matters described in Section 11.1(e)clause (iii) above, the Issuer shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters if the fair value of the property or securities and of all other propertywith respect thereto, other than property as contemplated by Section 11.1(g) or securities released from the lien Lien of this Indenture (other than pursuant to Section 8.02(e)) since the commencement of the then-current calendar year, as set forth in the certificates required by Section 11.1(eclause (iii) above and this Section 11.1(fclause (iv), is 10% equals 10 percent or more of the Note BalanceOutstanding Amount of the Recovery Bonds, but such a certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related IssuerOfficer’s Certificate is less than the lesser of (A) $25,000 or less than 1% (B) one percent of the Note Balancethen Outstanding Amount of the Recovery Bonds. (gv) Notwithstanding Section 2.10 or any other provisions provision of this Section 11.110.01, the Issuer may, without compliance with the requirements of the other provisions of this Section 11.1, Indenture Trustee may (iA) collect, liquidate, sell or otherwise dispose of Receivables the Recovery Property and Financed Vehicles the other Recovery Bond Collateral as and to the extent permitted or required by the Transaction Basic Documents and (iiB) make cash payments out of the Trust Accounts Collection Account as and to the extent permitted or required by the Transaction Basic Documents.

Compliance Certificates and Opinions, etc. (a) Upon any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Issuer shall furnish to the Indenture Trustee (i) an IssuerOfficer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, with and (ii) an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent, if any, have been complied with and (iii) (if required by the TIA) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section 11.1Section, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished. (b) . Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: (i) a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with. (ci) Prior to the deposit of any Collateral or other property or securities with the Indenture Trustee that is to be made the basis for the release of any property or securities subject to the lien of this Indenture, the Issuer shall, in addition to any obligation imposed in Section 11.1(a11.01(a) or elsewhere in this Indenture, deliver furnish to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) 90 days of such deposit) to the Issuer of the Collateral or other property or securities to be so deposited. (dii) Whenever the Issuer is required to furnish to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(c)clause (i) above, the Issuer shall also furnish deliver to the Indenture Trustee an Independent Certificate as to the same matters matters, if the fair value to the Issuer of the property or securities to be so deposited and of all other such property or securities made the basis of any such withdrawal or release since the commencement of the then-current fiscal year of the Issuer, as set forth in the certificates furnished delivered pursuant to Section 11.1(cclause (i) above and this Section 11.1(dclause (ii), is 10% or more of the Note BalanceOutstanding Amount of the Notes, but such a certificate need not be furnished with respect to any property or securities so deposited deposited, if the fair value thereof to the Issuer as set forth in the related IssuerOfficer’s Certificate is less than $25,000 or less than 1% one percent of the Note BalanceOutstanding Amount of the Notes. (eiii) Whenever any property or securities are to be released from the lien of this Indenture, the Issuer shall also furnish to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) 90 days of such release) of the property or securities proposed to be released and stating that in the opinion of such person the proposed release will not impair the security under this Indenture in contravention of the provisions hereof. (fiv) Whenever Other than with respect to the release of any Purchased Receivable, the Issuer is required to furnish to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(e)clause (iii) above, the Issuer shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property, other than property as contemplated by Section 11.1(gclause (v) below, or securities released from the lien of this Indenture since the commencement of the then-current calendar year, as set forth in the certificates required by Section 11.1(eclause (iii) above and this Section 11.1(fclause (iv), is equals 10% or more of the Note BalanceOutstanding Amount of the Notes, but such a certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related IssuerOfficer’s Certificate is less than $25,000 or less than 1% one percent of the Note Balancethen Outstanding Amount of the Notes. (gv) Notwithstanding Section 2.10 4.04 or any other provisions provision of this Section 11.1Section, the Issuer may, without compliance with the requirements of the other provisions of this Section 11.1Section, (iA) collect, liquidate, sell or otherwise dispose of Receivables and Financed Vehicles as and to the extent permitted or required by the Transaction Basic Documents and (iiB) make cash payments out of the Trust Accounts as and to the extent permitted or required by the Transaction Basic Documents.

Compliance Certificates and Opinions, etc. (a) Upon any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Issuer shall furnish to the Indenture Trustee (i) an Issuer’s Officer's Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, (ii) an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent, if any, have been complied with and (iii) (if required by the TIA) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section 11.1, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished. (b) . Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: (iA) a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto; (iiB) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iiiC) a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and (ivD) a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with. (ci) Prior to the deposit of any Collateral or other property or securities with the Indenture Trustee that is to be made the basis for the release of any property or securities subject to the lien of this Indenture, the Issuer shall, in addition to any obligation imposed in Section 11.1(a) or elsewhere in this Indenture, deliver furnish to the Indenture Trustee an Issuer’s Officer's Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) days of such deposit) to the Issuer of the Collateral or other property or securities to be so deposited. (dii) Whenever the Issuer is required to furnish to the Indenture Trustee an Issuer’s Officer's Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(c)clause (i) above, the Issuer shall also furnish deliver to the Indenture Trustee an Independent Certificate as to the same matters matters, if the fair value to the Issuer of the property or securities to be so deposited and of all other such property or securities made the basis of any such withdrawal or release since the commencement of the then-current fiscal year of the Issuer, as set forth in the certificates furnished delivered pursuant to Section 11.1(cclause (i) above and this Section 11.1(dclause (ii), is ten percent (10% %) or more of the Note Balanceprincipal amount of the Notes Outstanding, but such a certificate need not be furnished with respect to any property or securities so deposited deposited, if the fair value thereof to the Issuer as set forth in the related Issuer’s Officer's Certificate is less than $25,000 or less than one percent (1% %) of the Note Balanceprincipal amount of the Notes Outstanding. (eiii) Whenever any property or securities are to be released from the lien of this Indenture, the Issuer shall also furnish to the Indenture Trustee an Issuer’s Officer's Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) days of such release) of the property or securities proposed to be released and stating that in the opinion of such person the proposed release will not impair the security under this Indenture in contravention of the provisions hereof. (fiv) Whenever the Issuer is required to furnish to the Indenture Trustee an Issuer’s Officer's Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(e)clause (iii) above, the Issuer shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property, other than property as contemplated by Section 11.1(gclause (v) below or securities released from the lien of this Indenture since the commencement of the then-current calendar year, as set forth in the certificates required by Section 11.1(eclause (iii) above and this Section 11.1(fclause (iv), is equals ten percent (10% %) or more of the Note Balanceprincipal amount of the Notes Outstanding, but such a certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related Issuer’s Officer's Certificate is less than $25,000 or less than one percent (1% %) of the Note Balanceprincipal amount of the Notes Outstanding. (gv) Notwithstanding Section 2.10 or any other provisions of this Section 11.1, the Issuer may, without compliance with the requirements of the other provisions of this Section 11.1, (iA) collect, liquidate, sell or otherwise dispose of Receivables and Financed Vehicles as and to the extent permitted or required by the Transaction Basic Documents and (iiB) make cash payments out of the Trust Accounts as and to the extent permitted or required by the Transaction Basic Documents.

Compliance Certificates and Opinions, etc. (a) Upon any application or request by the Issuer Issuing Entity to the Indenture Trustee to take any action under any provision of this Indenture, the Issuer Issuing Entity shall furnish to the Indenture Trustee (i) an IssuerOfficer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, (ii) an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent, if any, have been complied with and (iii) (if required by the TIA) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section 11.1Section, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished. (b) . Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: (i1) a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto; (ii2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii3) a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv4) a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with. (cb) (i) Prior to the deposit of any Collateral or other property or securities with the Indenture Trustee that is to be made the basis for the release of any property or securities subject to the lien of this Indenture, the Issuer Issuing Entity shall, in addition to any obligation imposed in Section 11.1(a11.01(a) or elsewhere in this Indenture, deliver furnish to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of each the person signing such certificate as to the fair value (within ninety (90) 90 days of such deposit) to the Issuer Issuing Entity of the Collateral or other property or securities to be so deposited. (d) Whenever the Issuer is required to furnish to the Indenture Trustee an Issuer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(c), the Issuer shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters if the fair value to the Issuer of the property or securities to be so deposited and of all other such property or securities made the basis of any such withdrawal or release since the commencement of the then-current fiscal year of the Issuer, as set forth in the certificates furnished pursuant to Section 11.1(c) and this Section 11.1(d), is 10% or more of the Note Balance, but such a certificate need not be furnished with respect to any property or securities so deposited if the fair value thereof to the Issuer as set forth in the related Issuer’s Certificate is less than $25,000 or less than 1% of the Note Balance. (e) Whenever any property or securities are to be released from the lien of this Indenture, the Issuer shall also furnish to the Indenture Trustee an Issuer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) days of such release) of the property or securities proposed to be released and stating that in the opinion of such person the proposed release will not impair the security under this Indenture in contravention of the provisions hereof. (f) Whenever the Issuer is required to furnish to the Indenture Trustee an Issuer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(e), the Issuer shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property, other than property as contemplated by Section 11.1(g) or securities released from the lien of this Indenture since the commencement of the then-current calendar year, as set forth in the certificates required by Section 11.1(e) and this Section 11.1(f), is 10% or more of the Note Balance, but such a certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related Issuer’s Certificate is less than $25,000 or less than 1% of the Note Balance. (g) Notwithstanding Section 2.10 or any other provisions of this Section 11.1, the Issuer may, without compliance with the requirements of the other provisions of this Section 11.1, (i) collect, liquidate, sell or otherwise dispose of Receivables and Financed Vehicles as and to the extent permitted or required by the Transaction Documents and (ii) make cash payments out of the Trust Accounts as and to the extent permitted or required by the Transaction Documents.

Compliance Certificates and Opinions, etc. (a) Upon any application or request by Whenever the Issuer to requests the Indenture Trustee to take any action under any provision of this Indenture, the Issuer shall furnish to the Indenture Trustee and the Credit Enhancer (i) an Issuer’s Officer's Certificate stating that all any conditions precedent, if any, precedent provided for in this Indenture relating to the proposed action have been complied with, with and (ii) an Opinion of Counsel stating that, that in the its opinion of such counsel, all such any conditions precedent, if any, precedent have been complied with and (iii) (if required by the TIA) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section 11.1, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished. (b) with. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: (i) a statement that each signatory of such the certificate or opinion has read or has caused to be read such the covenant or condition and the definitions herein in this Indenture relating theretoto it; (ii) a brief statement as to the nature and scope of the examination or investigation upon on which the statements or opinions contained in such the certificate or opinion are based; (iii) a statement that, in the opinion of each such signatory, such the signatory has made such any examination or investigation as is necessary to enable such for the signatory to express an informed opinion as to about whether or not such the covenant or condition has been complied with; and; (iv) a statement as to whether, in the opinion of each such signatory, such the condition or covenant has been complied with; and (v) if the signer of the certificate is required to be Independent, the statement required by the definition of Independent. (ci) Prior to Before the deposit of any Collateral or other property or securities with the Indenture Trustee that is to be made the basis for the release of any property or securities subject to the lien of this Indenture, the Issuer shall, in addition to any obligation imposed in Section 11.1(a11.01(a) or elsewhere in this Indenture, deliver furnish to the Indenture Trustee and the Credit Enhancer an Issuer’s Officer's Certificate certifying or stating the opinion of each person signing such the certificate as to the fair value (within ninety (90) 90 days of such the deposit) to the Issuer of the Collateral or other property or securities to be so deposited. (dii) Whenever the Issuer is required to furnish to the Indenture Trustee an Issuer’s Officer's Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(cclause (b)(i), the Issuer shall also furnish deliver to the Indenture Trustee and the Credit Enhancer an Independent Certificate as to the same matters matters, if the fair value to the Issuer of the property or securities to be so deposited as the basis of any release and of all other such property or securities made the basis of any such withdrawal or release since the commencement of the then-current fiscal calendar year of the Issuer, as set forth described in the certificates furnished delivered pursuant to Section 11.1(cclause (b)(i) and this Section 11.1(d), is 10% or more of the Note Balanceaggregate Outstanding Amount of the Notes, but such a the certificate need not be furnished with respect to for any property or securities so deposited deposited, if the their fair value thereof to the Issuer as set forth described in the related Issuer’s Officer's Certificate is less than $25,000 or less than 1% of the Note Balancethen aggregate Outstanding Amount of the Notes. (eiii) Whenever any property or securities are is to be released from the lien of this Indenture, the Issuer shall also furnish to the Indenture Trustee and the Credit Enhancer an Issuer’s Officer's Certificate certifying or stating the opinion of each person signing such the certificate as to the fair value (within ninety (90) 90 days of such the release) of the property or securities proposed to be released and stating that in the opinion of such that person the proposed release will not impair the security under this Indenture in contravention of the provisions hereofof this Indenture. (fiv) Whenever the Issuer is required to furnish to the Indenture Trustee an Issuer’s Officer's Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(eclause (b)(iii), the Issuer shall also furnish to the Indenture Trustee and the Credit Enhancer an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property, other than property as contemplated by Section 11.1(g) or securities released from the lien of this Indenture since the commencement of the then-current calendar year, as set forth described in the certificates required by Section 11.1(eclause (b)(iii) and this Section 11.1(fclause (b)(iv), is equals 10% or more of the Note Balanceaggregate Outstanding Amount of the Notes, but such a the certificate need not be furnished in the case of for any release of property or securities if the its fair value thereof as set forth described in the related Issuer’s Officer's Certificate is less than $25,000 or less than 1% of the Note Balancethen aggregate Outstanding Amount of the Notes. (gv) Notwithstanding Section 2.10 or any other provisions provision of this Section 11.1Indenture, the Issuer may, without compliance with the other requirements of the other provisions of this Section 11.1Section, (iA) collect, liquidate, sell sell, or otherwise dispose of Receivables and Financed Vehicles Collateral as and to the extent permitted or required by the Transaction Documents Documents, and (iiB) make cash payments out of the Trust Accounts Collection Account as and to the extent permitted or required by the Transaction Documents, so long as the Issuer delivers to the Indenture Trustee and the Credit Enhancer every six months, beginning six months after the date of this Indenture, an Officer's Certificate of the Issuer stating that all the dispositions of Collateral described in clauses (A) and (B) that occurred during the preceding six months were in the ordinary course of the Issuer's business and that their proceeds were applied in accordance with the Transaction Documents.

Compliance Certificates and Opinions, etc. (a) Upon any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Issuer shall shall, upon written request therefor from the Indenture Trustee, furnish to the Indenture Trustee (i) an IssuerOfficer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, (ii) an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent, if any, have been complied with with, and (iii) (if required by the TIA) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section 11.1Section, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion such written request from the Indenture Trustee need be furnishedfurnished (and only such expressly required documents need be delivered in connection therewith). (b) Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: (i1) a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto; (ii2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii3) a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv4) a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with. (c) Prior to the deposit of any Collateral or other property or securities with the Indenture Trustee that is to be made the basis for the release of any property or securities subject to the lien of this Indenture, the Issuer shall, in addition to any obligation imposed in Section 11.1(a11.01(a) or elsewhere in this Indenture, deliver furnish to the Indenture Trustee (if so requested by the Indenture Trustee or required by the TIA) an IssuerOfficer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) 90 days of such deposit) to the Issuer of the Collateral or other property or securities to be so deposited. (d) . Whenever the Issuer is would be required to furnish to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of any signer signatory thereof as to the matters described in Section 11.1(c)this clause (c) if such an Officer’s Certificate had been requested by the Indenture Trustee or required by the TIA, regardless of whether such an Officer’s Certificate was so requested or required, the Issuer shall also furnish deliver to the Indenture Trustee an Independent Certificate as to the same matters matters, if the fair value to the Issuer of the property or securities to be so deposited and of all other such property or securities made the basis of any such withdrawal or release since the commencement of the then-current fiscal calendar year of the Issuer, as set forth in the certificates furnished delivered pursuant to Section 11.1(c) and this Section 11.1(dclause (c), is 10% or more of the Note BalanceOutstanding Amount of the Notes, but such a certificate need not be furnished with respect to any property or securities so deposited deposited, if the fair value thereof to the Issuer as set forth in the related IssuerOfficer’s Certificate is less than $25,000 or less than 1% one percent of the Note Balance. (e) Outstanding Amount of the Notes. Whenever any property or securities are to be released from the lien of this Indenture, the Issuer shall also furnish to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) 90 days of such release) of the property or securities proposed to be released and stating that in the opinion of such person the proposed release will not impair the security under this Indenture in contravention of the provisions hereof. (f) Whenever the Issuer is required to furnish to the Indenture Trustee an Issuer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(e), the Issuer shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property, other than property as contemplated by Section 11.1(g) or securities released from the lien of this Indenture since the commencement of the then-current calendar year, as set forth in the certificates required by Section 11.1(e) and this Section 11.1(f), is 10% or more of the Note Balance, but such a certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related Issuer’s Certificate is less than $25,000 or less than 1% of the Note Balance. (g) . Notwithstanding Section 2.10 2.09 or any other provisions provision of this Section 11.1Section, the Issuer may, without compliance with the requirements of the other provisions of this Section 11.1Section, (i) collect, liquidate, sell or otherwise dispose of Receivables and Financed Vehicles as and to the extent permitted or required by the Transaction Documents Basic Documents, and (ii) make cash payments out of the Trust Accounts as and to the extent permitted or required by the Transaction Basic Documents.

Compliance Certificates and Opinions, etc. (a) Upon any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Issuer shall shall, upon written request therefor from the Indenture Trustee, furnish to the Indenture Trustee (i) an IssuerOfficer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, (ii) an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent, if any, have been complied with and (iii) (if required by the TIA) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section 11.1Section, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion such written request from the Indenture Trustee need be furnished. furnished (b) and only such expressly required documents need be delivered in connection therewith). Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: (i) a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with. (cb) Prior to the deposit of any Collateral or other property or securities with the Indenture Trustee that is to be made the basis for the release of any property or securities subject to the lien of this Indenture, the Issuer shall, in addition to any obligation imposed in Section 11.1(a11.01(a) or elsewhere in this Indenture, deliver furnish to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) 90 days of such deposit) to the Issuer of the Collateral or other property or securities to be so deposited. (dc) Whenever the Issuer is required to furnish to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of any signer signatory thereof as to the matters described in Section 11.1(c)11.01(b) above, the Issuer shall also furnish deliver to the Indenture Trustee an Independent Certificate as to the same matters matters, if the fair value to the Issuer of the property or securities to be so deposited and of all other such property or securities made the basis of any such withdrawal or release since the commencement of the then-current then‑current fiscal year of the Issuer, as set forth in the certificates furnished delivered pursuant to Section 11.1(c11.01(b) and this Section 11.1(d), 11.01(c) is 10% or more of the Note BalanceOutstanding Amount of the Notes, but such a certificate need not be furnished with respect to any property or securities so deposited deposited, if the fair value thereof to the Issuer as set forth in the related IssuerOfficer’s Certificate is less than $25,000 or less than 1% one percent of the Note BalanceOutstanding Amount of the Notes. (ed) Whenever any property or securities are to be released from the lien of this Indenture, the Issuer shall also furnish to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) 90 days of such release) of the property or securities proposed to be released and stating that in the opinion of such person the proposed release will not impair the security under this Indenture in contravention of the provisions hereof. (f) Whenever the Issuer is required to furnish to the Indenture Trustee an Issuer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(e), the Issuer shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property, other than property as contemplated by Section 11.1(g) or securities released from the lien of this Indenture since the commencement of the then-current calendar year, as set forth in the certificates required by Section 11.1(e) and this Section 11.1(f), is 10% or more of the Note Balance, but such a certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related Issuer’s Certificate is less than $25,000 or less than 1% of the Note Balance. (g) Notwithstanding Section 2.10 or any other provisions of this Section 11.1, the Issuer may, without compliance with the requirements of the other provisions of this Section 11.1, (i) collect, liquidate, sell or otherwise dispose of Receivables and Financed Vehicles as and to the extent permitted or required by the Transaction Documents and (ii) make cash payments out of the Trust Accounts as and to the extent permitted or required by the Transaction Documents.

Compliance Certificates and Opinions, etc. (a) Upon any application or request by the Issuer Issuing Entity or the Grantor Trust to the Indenture Trustee to take any action under any provision of this IndentureIndenture that requires an application or request hereunder, the Issuer shall Issuing Entity shall, if requested by the Indenture Trustee, furnish to the Indenture Trustee Trustee: (i) an IssuerOfficer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, (ii) an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent, if any, have been complied with with, and (iii) (if required by the TIA) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section 11.1, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished. (b) . Every certificate or opinion delivered with respect to compliance with a condition or covenant provided for in this Indenture shall include: (i) a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion judgment of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with. (ci) Prior to the deposit with the Indenture Trustee of any Collateral or other property or securities with the Indenture Trustee that is to be made the basis for the release of any property or securities subject to the lien Lien of this Indenture, the Issuer Issuing Entity shall, in addition to any obligation imposed in Section 11.1(a) or elsewhere in this Indenture, deliver furnish to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of each person Person signing such certificate as to the fair value (within ninety (90) calendar days of such deposit) to the Issuer Issuing Entity of the Collateral or other property or securities to be so deposited. (dii) Whenever the Issuer Issuing Entity is required to furnish to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(c)clause (b)(i) above, the Issuer Issuing Entity shall also furnish deliver to the Indenture Trustee an Independent Certificate as to the same matters matters, if the fair value to the Issuer Issuing Entity of the property or securities to be so deposited and of all other such property or securities made on the basis of any such withdrawal or release since the commencement of the then-then current fiscal year of the IssuerIssuing Entity, as set forth in the certificates furnished delivered pursuant to Section 11.1(cclause (i) above and this Section 11.1(dclause (b)(ii), is 10% or more of the Note BalanceOutstanding Amount of the Notes, but such a certificate need not be furnished with respect to any property or securities so deposited deposited, if the fair value thereof to the Issuer Issuing Entity as set forth in the related IssuerOfficer’s Certificate is less than $25,000 or less than 1% one percent of the Note BalanceOutstanding Amount of the Notes. (eiii) Whenever Other than with respect to the release of any Purchased Receivables, whenever any property or securities are to be released from the lien Lien of this Indenture, the Issuer Issuing Entity shall also furnish to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of each person Person signing such certificate as to the fair value (within ninety (90) calendar days of such release) of the property or securities proposed to be released and stating that in the opinion of such person Person the proposed release will not impair the security under this Indenture in contravention of the provisions hereof. (fiv) Whenever the Issuer Issuing Entity is required to furnish to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of any signer signatory thereof as to the matters described in Section 11.1(e)clause (b)(iii) above, the Issuer Issuing Entity shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property, other than property as contemplated by Section 11.1(g) Purchased Receivables or Receivables valued at their Principal Balance of the Receivables, or securities released from the lien of this Indenture since the commencement of the then-then current calendar year, as set forth in the certificates required by Section 11.1(eclause (b)(iii) above and this Section 11.1(fclause (b)(iv), is equals 10% or more of the Note BalanceOutstanding Amount of the Notes, but such a certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related IssuerOfficer’s Certificate is less than $25,000 or less than 1% one percent of the Note Balancethen Outstanding Amount of the Notes. (gv) Notwithstanding Section 2.10 2.9 or any other provisions provision of this Section 11.1, the Issuer mayIssuing Entity or the Grantor Trust, without compliance with the requirements of the other provisions of this Section 11.1as applicable, may (iA) collect, liquidate, sell or otherwise dispose of Receivables as and Financed Vehicles to the extent permitted or required by the Transaction Documents, (B) make cash payments out of the Designated Accounts and the Certificate Distribution Account as and to the extent permitted or required by the Transaction Documents and (iiC) make cash payments out of take any other action not inconsistent with the Trust Accounts as and to the extent permitted or required by the Transaction DocumentsTIA.

Compliance Certificates and Opinions, etc. (a) Upon any application or request by the Issuer to the Indenture Trustee or the Trust Collateral Agent to take any action under any provision of this IndentureIndenture or any other Basic Document, the Issuer shall furnish to the Indenture Trustee (i) Trustee, or the Trust Collateral Agent, as the case may be, if such request is made by the Issuer, an IssuerOfficer’s Certificate and an Opinion of Counsel stating that all conditions precedent, if any, provided for in this Indenture or any other Basic Document relating to the proposed action have been complied with, (ii) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent, if any, have been complied with and (iii) (if required by the TIA) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section 11.1, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished. (b) . Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: (i) a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iviii) a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with. (cb) Prior Other than with respect to the release of any Repurchased Loans or in the case of a redemption of the Notes pursuant to Section 10.1, prior to the deposit of any Collateral or other property or securities with the Indenture Trustee Trust Collateral Agent that is to be made the basis for the release of any property or securities subject to the lien of this Indenture, the Issuer shall, in addition to any obligation imposed in Section 11.1(a) or elsewhere in this Indenture, deliver furnish to the Indenture Trustee and the Trust Collateral Agent an IssuerOfficer’s Certificate certifying or stating the opinion of each person signing such certificate (which may be based upon a certification of the Seller or the Servicer) as to the fair value (within ninety (90) days of such deposit) to the Issuer of the Collateral or other property or securities to be so deposited. (dc) Whenever the Issuer is required to furnish to the Indenture Trustee and the Trust Collateral Agent an IssuerOfficer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(c)clause (b) above, the Issuer shall also furnish deliver to the Indenture Trustee and the Trust Collateral Agent an Independent Certificate as to the same matters matters, if the fair value to the Issuer of the property or securities to be so deposited and of all other such property or securities made the basis of any such withdrawal or release since the commencement of the then-current fiscal year of the Issuer, as set forth in the certificates furnished delivered pursuant to Section 11.1(cclause (b) above and this Section 11.1(dclause (c), is 10% or more of the Note BalanceOutstanding Amount of the Notes, but such a certificate need not be furnished with respect to any property or securities so deposited deposited, if the fair value thereof to the Issuer as set forth in the related IssuerOfficer’s Certificate is less than $25,000 or less than 1% of the Note Balance25,000. (ed) Whenever Other than with respect to the release of any Repurchased Loans or in the case of a redemption of the Notes pursuant to Section 10.1, or satisfaction of this Indenture pursuant to Section 4.1, whenever any property or securities are to be released from the lien Lien of this Indenture, the Issuer shall also furnish to the Trust Collateral Agent and the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) days of such release) of the property or securities proposed to be released and stating that in the opinion of such person the proposed release will not impair the security under this Indenture in contravention of the provisions hereof. (fe) Whenever the Issuer is required to furnish to the Trust Collateral Agent and the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(e)clause (d) above, the Issuer shall also furnish to the Trust Collateral Agent and the Indenture Trustee an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property, property other than property as contemplated by Section 11.1(g) Purchased Loans, or securities released from the lien Lien of this Indenture since the commencement of the then-then current calendar year, as set forth in the certificates required by Section 11.1(eclause (d) above and this Section 11.1(fclause (e), is equals 10% or more of the Note BalanceOutstanding Amount of the Notes, but such a certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related IssuerOfficer’s Certificate is less than $25,000 or less than 1% of the Note Balance25,000. (gf) Notwithstanding Section 2.10 2.9 or any other provisions provision of this Section 11.1Section, the Issuer may, without compliance with the requirements of the other provisions of this Section 11.1, delivering any Officer’s Certificates or Independent Certificates (iA) collect, liquidate, sell or otherwise dispose of Receivables and Financed Vehicles Contracts as and to the extent permitted or required by the Transaction Basic Documents and (iiB) instruct the Trust Collateral Agent to make cash payments out of the Trust Accounts as and to the extent permitted or required by the Transaction Basic Documents.

Compliance Certificates and Opinions, etc. (a) Upon any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Issuer shall furnish to the Indenture Trustee (i) an Issuer’s Officer's Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, (ii) an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent, if any, have been complied with and (iii) (if required by the TIA) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section 11.1, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished. (b) . Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: (iA) a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto; (iiB) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iiiC) a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and (ivD) a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with. (ci) Prior to the deposit of any Collateral or other property or securities with the Indenture Trustee that is to be made the basis for the release of any property or securities subject to the lien of this Indenture, the Issuer shall, in addition to any obligation imposed in Section 11.1(a) or elsewhere in this Indenture, deliver furnish to the Indenture Trustee an Issuer’s Officer's Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) days of such deposit) to the Issuer of the Collateral or other property or securities to be so deposited. (dii) Whenever the Issuer is required to furnish to the Indenture Trustee an Issuer’s Officer's Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(c)clause (i) above, the Issuer shall also furnish deliver to the Indenture Trustee an Independent Certificate as to the same matters matters, if the fair value to the Issuer of the property or securities to be so deposited and of all other such property or securities made the basis of any such withdrawal or release since the commencement of the then-current fiscal year of the Issuer, as set forth in the certificates furnished delivered pursuant to Section 11.1(cclause (i) above and this Section 11.1(dclause (ii), is ten percent (10% %) or more of the Note Balanceprincipal amount of the Notes Outstanding, but such a certificate need not be furnished with respect to any property or securities so deposited deposited, if the fair value thereof to the Issuer as set forth in the related Issuer’s Officer's Certificate is less than $25,000 or less than one percent (1% %) of the Note Balanceprincipal amount of the Notes Outstanding. (eiii) Whenever any property or securities are to be released from the lien of this Indenture, the Issuer shall also furnish to the Indenture Trustee an Issuer’s Officer's Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) days of such release) of the property or securities proposed to be released and stating that in the opinion of such person the proposed release will not impair the security under this Indenture in contravention of the provisions hereof. (fiv) Whenever the Issuer is required to furnish to the Indenture Trustee an Issuer’s Officer's Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(e)clause (iii) above, the Issuer shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property, other than property as contemplated by Section 11.1(gclause (v) below or securities released from the lien of this Indenture since the commencement of the then-current calendar year, as set forth in the certificates required by Section 11.1(eclause (iii) above and this Section 11.1(fclause (iv), is equals ten percent (10% %) or more of the Note Balanceprincipal amount of the Notes Outstanding, but such a certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related Issuer’s Officer's Certificate is less than $25,000 or less than one percent (1% %) of the Note Balanceprincipal amount of the then Outstanding Notes. (gv) Notwithstanding Section 2.10 or any other provisions of this Section 11.1, the Issuer may, without compliance with the requirements of the other provisions of this Section 11.1, (iA) collect, liquidate, sell or otherwise dispose of Receivables and Financed Vehicles as and to the extent permitted or required by the Transaction Basic Documents and (iiB) make cash payments out of the Trust Accounts as and to the extent permitted or required by the Transaction Basic Documents.

Compliance Certificates and Opinions, etc. (a) Upon any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Issuer shall shall, upon written request therefor from the Indenture Trustee, furnish to the Indenture Trustee (i) an Issuer’s Officer's Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, (ii) an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent, if any, have been complied with and (iii) (if required by the TIA) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section 11.1Section, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion such written request from the Indenture Trustee need be furnished. furnished (b) and only such expressly required documents need be delivered in connection therewith). Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: (i) a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with. (ci) Prior to the deposit of any Collateral or other property or securities with the Indenture Trustee that is to be made the basis for the release of any property or securities subject to the lien of this Indenture, the Issuer shall, in addition to any obligation imposed in Section 11.1(a11.01(a) or elsewhere in this Indenture, deliver furnish to the Indenture Trustee an Issuer’s Officer's Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) 90 days of such deposit) to the Issuer of the Collateral or other property or securities to be so deposited. (dii) Whenever the Issuer is required to furnish to the Indenture Trustee an Issuer’s Officer's Certificate certifying or stating the opinion of any signer signatory thereof as to the matters described in Section 11.1(c)clause (i) above, the Issuer shall also furnish deliver to the Indenture Trustee an Independent Certificate as to the same matters matters, if the fair value to the Issuer of the property or securities to be so deposited and of all other such property or securities made the basis of any such withdrawal or release since the commencement of the then-current fiscal year of the Issuer, as set forth in the certificates furnished delivered pursuant to Section 11.1(cclause (i) above and this Section 11.1(dclause (ii), is 10% or more of the Note BalanceOutstanding Amount of the Notes, but such a certificate need not be furnished with respect to any property or securities so deposited deposited, if the fair value thereof to the Issuer as set forth in the related Issuer’s Officer's Certificate is less than $25,000 or less than 1% one percent of the Note BalanceOutstanding Amount of the Notes. (eiii) Whenever any property or securities are to be released from the lien of this Indenture, the Issuer shall also furnish to the Indenture Trustee an Issuer’s Officer's Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) 90 days of such release) of the property or securities proposed to be released and stating that in the opinion of such person the proposed release will not impair the security under this Indenture in contravention of the provisions hereof. (f) Whenever the Issuer is required to furnish to the Indenture Trustee an Issuer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(e), the Issuer shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property, other than property as contemplated by Section 11.1(g) or securities released from the lien of this Indenture since the commencement of the then-current calendar year, as set forth in the certificates required by Section 11.1(e) and this Section 11.1(f), is 10% or more of the Note Balance, but such a certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related Issuer’s Certificate is less than $25,000 or less than 1% of the Note Balance. (g) Notwithstanding Section 2.10 or any other provisions of this Section 11.1, the Issuer may, without compliance with the requirements of the other provisions of this Section 11.1, (i) collect, liquidate, sell or otherwise dispose of Receivables and Financed Vehicles as and to the extent permitted or required by the Transaction Documents and (ii) make cash payments out of the Trust Accounts as and to the extent permitted or required by the Transaction Documents.

Compliance Certificates and Opinions, etc. (a) Upon any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Issuer shall furnish to the Indenture Trustee (i) an Issuer’s Officer's Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, with and (ii) an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent, if any, have been complied with and (iii) (if required by the TIA) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section 11.1Section, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished. (b) . Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: (i) a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with. (ci) Prior to the deposit of any Collateral or other property or securities with the Indenture Trustee that is to be made the basis for the release of any property or securities subject to the lien of this Indenture, the Issuer shall, in addition to any obligation imposed in Section 11.1(a11.01(a) or elsewhere in this Indenture, deliver furnish to the Indenture Trustee an Issuer’s Officer's Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) 90 days of such deposit) to the Issuer of the Collateral or other property or securities to be so deposited. (dii) Whenever the Issuer is required to furnish to the Indenture Trustee an Issuer’s Officer's Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(c)clause (i) above, the Issuer shall also furnish deliver to the Indenture Trustee an Independent Certificate as to the same matters matters, if the fair value to the Issuer of the property or securities to be so deposited and of all other such property or securities made the basis of any such withdrawal or release since the commencement of the then-current fiscal year of the Issuer, as set forth in the certificates furnished delivered pursuant to Section 11.1(cclause (i) above and this Section 11.1(dclause (ii), is 10% or more of the Note BalanceOutstanding Amount of the Notes, but such a certificate need not be furnished with respect to any property or securities so deposited deposited, if the fair value thereof to the Issuer as set forth in the related Issuer’s Officer's Certificate is less than $25,000 or less than 1% one percent of the Note BalanceOutstanding Amount of the Notes. (eiii) Whenever any property or securities are to be released from the lien of this Indenture, the Issuer shall also furnish to the Indenture Trustee an Issuer’s Officer's Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) 90 days of such release) of the property or securities proposed to be released and stating that in the opinion of such person the proposed release will not impair the security under this Indenture in contravention of the provisions hereof. (fiv) Whenever Other than with respect to the release of any Purchased Receivable, the Issuer is required to furnish to the Indenture Trustee an Issuer’s Officer's Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(e)clause (iii) above, the Issuer shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property, other than property as contemplated by Section 11.1(gclause (v) below, or securities released from the lien of this Indenture since the commencement of the then-current calendar year, as set forth in the certificates required by Section 11.1(eclause (iii) above and this Section 11.1(fclause (iv), is equals 10% or more of the Note BalanceOutstanding Amount of the Notes, but such a certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related Issuer’s Officer's Certificate is less than $25,000 or less than 1% one percent of the Note Balancethen Outstanding Amount of the Notes. (gv) Notwithstanding Section 2.10 4.04 or any other provisions provision of this Section 11.1Section, the Issuer may, without compliance with the requirements of the other provisions of this Section 11.1Section, (iA) collect, liquidate, sell or otherwise dispose of Receivables and Financed Vehicles as and to the extent permitted or required by the Transaction Basic Documents and (iiB) make cash payments out of the Trust Accounts as and to the extent permitted or required by the Transaction Basic Documents.

Compliance Certificates and Opinions, etc. (a) Upon any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Issuer shall furnish to the Indenture Trustee (i) an Issuer’s Officer's Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, (ii) an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent, if any, have been complied with and (iii) (if required by the TIA) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section 11.1, except thatSection. Notwithstanding the foregoing, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished. (b) . Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: (i) a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with. (ci) Prior to the deposit of any Collateral or other property or securities with the Indenture Trustee that is to be made the basis for the release of any property or securities subject to the lien of created by this Indenture, the Issuer shall, in addition to any obligation imposed in Section 11.1(a11.01(a) or elsewhere in this Indenture, deliver furnish to the Indenture Trustee and the Insurer an Issuer’s Officer's Certificate certifying or stating the opinion of each person signing such certificate the signer thereof as to the fair value (within ninety (90) 90 days of such deposit) to the Issuer of the Collateral or other property or securities to be so deposited. (dii) Whenever the Issuer is required to furnish to the Indenture Trustee and the Insurer an Issuer’s Officer's Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(c)clause (i) above, the Issuer shall also furnish deliver to the Indenture Trustee and the Insurer an Independent Certificate as to the same matters named matters, if the fair value to the Issuer of the property or securities to be so deposited and of all other such property or securities made the basis of any such withdrawal or release since the commencement of the then-current fiscal year of the Issuer, as set forth in the certificates furnished Officer's Certificates delivered pursuant to Section 11.1(cclause (i) above and this Section 11.1(dclause (ii), is 10% or more of the Note BalanceOutstanding Amount of the Notes, but such a certificate Officer's Certificate need not be furnished with respect to any property or securities so deposited deposited, if the fair value thereof to the Issuer as set forth in the related Issuer’s Officer's Certificate is less than $25,000 or less than 1% one percent of the Note BalanceOutstanding Amount of the Notes. (eiii) Whenever any property or securities are to be released from the lien of created by this Indenture, the Issuer shall also furnish to the Indenture Trustee and the Insurer an Issuer’s Officer's Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) 90 days of such release) of the property or securities proposed to be released and stating that in the opinion of such person the proposed release will not impair the security under created by this Indenture in contravention of the provisions hereof. (fiv) Whenever the Issuer is required to furnish to the Indenture Trustee and the Insurer an Issuer’s Officer's Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(e)clause (iii) above, the Issuer shall also furnish to the Indenture Trustee and the Insurer an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property, other than property as contemplated by Section 11.1(g) or securities released from the lien of created by this Indenture since the commencement of the then-then current calendar fiscal year, as set forth in the certificates Officer's Certificate required by Section 11.1(eclause (iii) above and this Section 11.1(fclause (iv), is equals 10% or more of the Note BalanceOutstanding Amount of the Notes, but such a certificate Officer's Certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related Issuer’s Officer's Certificate is less than $25,000 or less than 1% one percent of the Note Balance. (g) Notwithstanding Section 2.10 or any other provisions of this Section 11.1, the Issuer may, without compliance with the requirements then Outstanding Amount of the other provisions of this Section 11.1, (i) collect, liquidate, sell or otherwise dispose of Receivables and Financed Vehicles as and to the extent permitted or required by the Transaction Documents and (ii) make cash payments out of the Trust Accounts as and to the extent permitted or required by the Transaction DocumentsNotes.

Compliance Certificates and Opinions, etc. (a) Upon any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Issuer shall furnish to the Indenture Trustee (i) an IssuerOfficer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, (ii) an Opinion of Counsel stating that, that in the opinion of such counsel, counsel the amendment is authorized and permitted and all such conditions precedent, if any, have been complied with and (iii) (if required by the TIATrust Indenture Act) an Independent Certificate from a firm of certified registered public accountants meeting the applicable requirements of this Section 11.110.01, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished. (b) . Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: (i) a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with. (cb) Prior to the deposit of any Collateral or other property or securities with the Indenture Trustee that is to be made the basis for the release of any property or securities subject to the lien Lien of this Indenture, the Issuer shall, in addition to any obligation imposed in Section 11.1(a10.01(a) or elsewhere in this Indenture, deliver furnish to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) 90 days of such deposit) to the Issuer of the Collateral or other property or securities to be so deposited. (dc) Whenever the Issuer is required to furnish to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(c10.01(b), the Issuer shall also furnish deliver to the Indenture Trustee an Independent Certificate as to the same matters matters, if the fair value to the Issuer of the property or securities to be so deposited and of all other such property or securities made the basis of any such withdrawal or release since the commencement of the then-current fiscal year of the Issuer, as set forth in the certificates furnished delivered pursuant to Section 11.1(c10.01(b) and this Section 11.1(d10.01(c), is 10% ten percent or more of the Note BalanceOutstanding Amount of the Storm Recovery Bonds, but such a certificate need not be furnished with respect to any property or securities so deposited deposited, if the fair value thereof to the Issuer as set forth in the related IssuerOfficer’s Certificate is less than the lesser of (A) $25,000 or less than 1% (B) one percent of the Note BalanceOutstanding Amount of the Storm Recovery Bonds. (ed) Whenever any property or securities are to be released from the lien Lien of this IndentureIndenture other than pursuant to Section 8.02(e), the Issuer shall also furnish to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) 90 days of such release) of the property or securities proposed to be released and stating that in the opinion of such person the proposed release will not impair the security under this Indenture in contravention of the provisions hereof. (fe) Whenever the Issuer is required to furnish to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of any signer signatory thereof as to the matters described in Section 11.1(e10.01(d), the Issuer shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters if the fair value of the property or securities and of all other propertywith respect thereto, other than property as contemplated by Section 11.1(g) or securities released from the lien Lien of this Indenture (other than pursuant to Section 8.02(e)) since the commencement of the then-current calendar year, as set forth in the certificates required by Section 11.1(e10.01(d) and this Section 11.1(f10.01(e), is 10% equals 10 percent or more of the Note BalanceOutstanding Amount of the Storm Recovery Bonds, but such a certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related IssuerOfficer’s Certificate is less than the lesser of (A) $25,000 or less than 1% (B) one percent of the Note Balancethen Outstanding Amount of the Storm Recovery Bonds. (gf) Notwithstanding Section 2.10 or any other provisions provision of this Section 11.110.01, the Issuer may, without compliance with the requirements of the other provisions of this Section 11.1, Indenture Trustee may (iA) collect, liquidate, sell or otherwise dispose of Receivables the Storm Recovery Property and Financed Vehicles the other Collateral as and to the extent permitted or required by the Transaction Basic Documents and (iiB) make cash payments out of the Trust Accounts Collection Account as and to the extent permitted or required by the Transaction Basic Documents.

Compliance Certificates and Opinions, etc. (a) Upon any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Issuer shall furnish to the Indenture Trustee (i) an Issuer’s Officer's Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, (ii) an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent, if any, have been complied with and (iii) (if required by the TIA) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section 11.1, except thatSection. Notwithstanding the foregoing, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished. (b) . Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: (i) a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with. (ci) Prior to the deposit of any Collateral or other property or securities with the Indenture Trustee that is to be made the basis for the release of any property or securities Collateral subject to the lien of created by this Indenture, the Issuer shall, in addition to any obligation imposed in Section 11.1(a11.01(a) or elsewhere in this Indenture, deliver furnish to the Indenture Trustee and the Insurer an Issuer’s Officer's Certificate certifying or stating the opinion of each person signing such certificate the signer thereof as to the fair value (within ninety (90) 90 days of such deposit) to the Issuer of the Collateral or other property or securities to be so deposited. (dii) Whenever the Issuer is required to furnish to the Indenture Trustee and the Insurer an Issuer’s Officer's Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(c)clause (i) above, the Issuer shall also furnish deliver to the Indenture Trustee and the Insurer an Independent Certificate as to the same matters named matters, if the fair value to the Issuer of the property or securities to be so deposited and of all other such property or securities made the basis of any such withdrawal or release since the commencement of the then-current fiscal year of the Issuer, as set forth in the certificates furnished Officer's Certificates delivered pursuant to Section 11.1(cclause (i) above and this Section 11.1(dclause (ii), is 10% or more of the Note BalanceOutstanding Amount of the Notes, but such a certificate Officer's Certificate need not be furnished with respect to any property or securities so deposited deposited, if the fair value thereof to the Issuer as set forth in the related Issuer’s Officer's Certificate is less than $25,000 or less than 1% one percent of the Note BalanceOutstanding Amount of the Notes. (eiii) Whenever any property or securities are to be released from the lien of created by this Indenture, the Issuer shall also furnish to the Indenture Trustee and the Insurer an Issuer’s Officer's Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) 90 days of such release) of the property or securities proposed to be released and stating that in the opinion of such person the proposed release will not impair the security under created by this Indenture in contravention of the provisions hereof. (fiv) Whenever the Issuer is required to furnish to the Indenture Trustee and the Insurer an Issuer’s Officer's Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(e)clause (iii) above, the Issuer shall also furnish to the Indenture Trustee and the Insurer an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property, other than property as contemplated by Section 11.1(g) or securities released from the lien of created by this Indenture since the commencement of the then-then current calendar fiscal year, as set forth in the certificates Officer's Certificate required by Section 11.1(eclause (iii) above and this Section 11.1(fclause (iv), is equals 10% or more of the Note BalanceOutstanding Amount of the Notes, but such a certificate Officer's Certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related Issuer’s Officer's Certificate is less than $25,000 or less than 1% one percent of the Note Balance. (g) Notwithstanding Section 2.10 or any other provisions of this Section 11.1, the Issuer may, without compliance with the requirements then Outstanding Amount of the other provisions of this Section 11.1, (i) collect, liquidate, sell or otherwise dispose of Receivables and Financed Vehicles as and to the extent permitted or required by the Transaction Documents and (ii) make cash payments out of the Trust Accounts as and to the extent permitted or required by the Transaction DocumentsNotes.

Compliance Certificates and Opinions, etc. (a) Upon any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Issuer shall furnish to the Indenture Trustee (i) an IssuerOfficer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, (ii) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent, if any, have been complied with and (iii) (if required by the TIA) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section 11.1, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished. (b) Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: (i) a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with. (c) Prior to the deposit of any Collateral or other property or securities with the Indenture Trustee that is to be made the basis for the release of any property or securities subject to the lien of this Indenture, the Issuer shall, in addition to any obligation imposed in Section 11.1(a) or elsewhere in this Indenture, deliver to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) days of such deposit) to the Issuer of the Collateral or other property or securities to be so deposited. (d) Whenever the Issuer is required to furnish to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(c), the Issuer shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters if the fair value to the Issuer of the property or securities to be so deposited and of all other such property or securities made the basis of any such withdrawal or release since the commencement of the then-current fiscal year of the Issuer, as set forth in the certificates furnished pursuant to Section 11.1(c) and this Section 11.1(d), is 10% or more of the Note Balance, but such a certificate need not be furnished with respect to any property or securities so deposited if the fair value thereof to the Issuer as set forth in the related IssuerOfficer’s Certificate is less than $25,000 or less than 1% of the Note Balance. (e) Whenever any property or securities are to be released from the lien of this Indenture, the Issuer shall also furnish to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) days of such release) of the property or securities proposed to be released and stating that in the opinion of such person the proposed release will not impair the security under this Indenture in contravention of the provisions hereof. (f) Whenever the Issuer is required to furnish to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(e), the Issuer shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property, other than property as contemplated by Section 11.1(g) or securities released from the lien of this Indenture since the commencement of the then-current calendar year, as set forth in the certificates required by Section 11.1(e) and this Section 11.1(f), is 10% or more of the Note Balance, but such a certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related IssuerOfficer’s Certificate is less than $25,000 or less than 1% of the Note Balance. (g) Notwithstanding Section 2.10 or any other provisions of this Section 11.1, the Issuer may, without compliance with the requirements of the other provisions of this Section 11.1, (i) collect, liquidate, sell or otherwise dispose of Receivables and Financed Vehicles as and to the extent permitted or required by the Transaction Documents and (ii) make cash payments out of the Trust Accounts as and to the extent permitted or required by the Transaction Documents.

Compliance Certificates and Opinions, etc. (a) Upon any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Issuer shall furnish to the Indenture Trustee if requested thereby (i) an IssuerOfficer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, (ii) an Opinion of Counsel (subject to reasonable assumptions and qualifications) stating that, that in the opinion of such counsel, counsel all such conditions precedent, if any, have been complied with and (iii) (if this Indenture is required by to be qualified under the TIA) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section 11.1Section, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished. (b) . Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: (i) a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of each such signatory, signatory such condition or covenant has been complied with. (cb) (i) Prior to the deposit of any Collateral Receivables or other property or securities (other than cash) with the Indenture Trustee that is to be made the basis for the release of any property or securities subject to the lien Lien of this Indenture, the Issuer shall, in addition to any obligation imposed in Section 11.1(a15.1(a) or elsewhere in this Indenture, deliver furnish to the Indenture Trustee upon the Trustee’s request an IssuerOfficer’s Certificate certifying or stating the opinion of each person individual signing such certificate as to the fair value (within ninety (90) days of such deposit) to the Issuer of the Collateral Receivables or other property or securities to be so deposited. (d) Whenever the Issuer is required to furnish to the Indenture Trustee an Issuer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(c), the Issuer shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters if the fair value to the Issuer of the property or securities to be so deposited and of all other such property or securities made the basis of any such withdrawal or release since the commencement of the then-current fiscal year of the Issuer, as set forth in the certificates furnished pursuant to Section 11.1(c) and this Section 11.1(d), is 10% or more of the Note Balance, but such a certificate need not be furnished with respect to any property or securities so deposited if the fair value thereof to the Issuer as set forth in the related Issuer’s Certificate is less than $25,000 or less than 1% of the Note Balance. (e) Whenever any property or securities are to be released from the lien of this Indenture, the Issuer shall also furnish to the Indenture Trustee an Issuer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) days of such release) of the property or securities proposed to be released and stating that in the opinion of such person the proposed release will not impair the security under this Indenture in contravention of the provisions hereof. (f) Whenever the Issuer is required to furnish to the Indenture Trustee an Issuer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(e), the Issuer shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property, other than property as contemplated by Section 11.1(g) or securities released from the lien of this Indenture since the commencement of the then-current calendar year, as set forth in the certificates required by Section 11.1(e) and this Section 11.1(f), is 10% or more of the Note Balance, but such a certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related Issuer’s Certificate is less than $25,000 or less than 1% of the Note Balance. (g) Notwithstanding Section 2.10 or any other provisions of this Section 11.1, the Issuer may, without compliance with the requirements of the other provisions of this Section 11.1, (i) collect, liquidate, sell or otherwise dispose of Receivables and Financed Vehicles as and to the extent permitted or required by the Transaction Documents and (ii) make cash payments out of the Trust Accounts as and to the extent permitted or required by the Transaction Documents.

Compliance Certificates and Opinions, etc. (a) Upon any application or request by the Issuer to the Indenture Trustee or the Securities Administrator to take any action under any provision of this Indenture, the Issuer shall furnish to the Indenture Trustee or the Securities Administrator, as applicable, (i) an IssuerOfficer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, with and (ii) an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent, if any, have been complied with and (iii) (if required by the TIA) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section 11.1with, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished. (b) . Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: (i) a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and; (iv) a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with.; and (cv) if the signatory of such certificate or opinion is required to be Independent, the statement required by the definition of the term “Independent Certificate.” (b) (i) Prior to the deposit of any Collateral or other property or securities with the Indenture Trustee that is to be made the basis for the release of any property or securities subject to the lien of this Indenture, the Issuer shall, in addition to any obligation imposed in Section 11.1(a10.01(a) or elsewhere in this Indenture, deliver furnish to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) 90 days of prior to such deposit) to the Issuer of the Collateral or other property or securities to be so deposited. (d) Whenever the Issuer is required to furnish to the Indenture Trustee an Issuer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(c), the Issuer shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters if the fair value to the Issuer of the property or securities to be so deposited and of all other a report from a nationally recognized accounting firm verifying such property or securities made the basis of any such withdrawal or release since the commencement of the then-current fiscal year of the Issuer, as set forth in the certificates furnished pursuant to Section 11.1(c) and this Section 11.1(d), is 10% or more of the Note Balance, but such a certificate need not be furnished with respect to any property or securities so deposited if the fair value thereof to the Issuer as set forth in the related Issuer’s Certificate is less than $25,000 or less than 1% of the Note Balancevalue. (e) Whenever any property or securities are to be released from the lien of this Indenture, the Issuer shall also furnish to the Indenture Trustee an Issuer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) days of such release) of the property or securities proposed to be released and stating that in the opinion of such person the proposed release will not impair the security under this Indenture in contravention of the provisions hereof. (f) Whenever the Issuer is required to furnish to the Indenture Trustee an Issuer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(e), the Issuer shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property, other than property as contemplated by Section 11.1(g) or securities released from the lien of this Indenture since the commencement of the then-current calendar year, as set forth in the certificates required by Section 11.1(e) and this Section 11.1(f), is 10% or more of the Note Balance, but such a certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related Issuer’s Certificate is less than $25,000 or less than 1% of the Note Balance. (g) Notwithstanding Section 2.10 or any other provisions of this Section 11.1, the Issuer may, without compliance with the requirements of the other provisions of this Section 11.1, (i) collect, liquidate, sell or otherwise dispose of Receivables and Financed Vehicles as and to the extent permitted or required by the Transaction Documents and (ii) make cash payments out of the Trust Accounts as and to the extent permitted or required by the Transaction Documents.

Compliance Certificates and Opinions, etc. (a) Upon any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Issuer shall furnish to the Indenture Trustee (i) an Issuer’s Officer's Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, (ii) an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent, if any, have been complied with and (iii) (if required by the TIA) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section 11.1, except thatand TIA Sections 314(c) and 314(d)(1). Notwithstanding the foregoing, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished. (b) . Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: (i) a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with. (ci) Prior to the deposit of any Collateral Pledged Assets or other property or securities with the Indenture Trustee that is to be made the basis for the release of any property or securities subject to the lien of created by this Indenture, the Issuer shall, in addition to any obligation imposed in Section 11.1(a13.01(a) or elsewhere in this Indenture, deliver furnish to the Indenture Trustee and the Insurer an Issuer’s Officer's Certificate certifying or stating the opinion of each person signing such certificate the signer thereof as to the fair value (within ninety (90) 90 days of such deposit) to the Issuer of the Collateral Pledged Assets or other property or securities to be so deposited. (dii) Whenever the Issuer is required to furnish to the Indenture Trustee and the Insurer an Issuer’s Officer's Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(c)clause (i) above, the Issuer shall also furnish deliver to the Indenture Trustee and the Insurer an Independent Certificate as to the same matters named matters, if the fair value to the Issuer of the property or securities to be so deposited and of all other such property or securities made the basis of any such withdrawal or release since the commencement of the then-current fiscal year of the Issuer, as set forth in the certificates furnished Officer's Certificates delivered pursuant to Section 11.1(cclause (i) above and this Section 11.1(dclause (ii), is 10% or more of the Note BalanceBalances, but such a certificate Officer's Certificate need not be furnished with respect to any property or securities so deposited deposited, if the fair value thereof to the Issuer as set forth in the related Issuer’s Officer's Certificate is less than $25,000 or less than 1% one percent of the Note BalanceBalances. (eiii) Whenever any property or securities are to be released from the lien of created by this Indenture, the Issuer shall also furnish to the Indenture Trustee and the Insurer an Issuer’s Officer's Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) 90 days of such release) of the property or securities proposed to be released and stating that in the opinion of such person the proposed release will not impair the security under created by this Indenture in contravention of the provisions hereof. (fiv) Whenever the Issuer is required to furnish to the Indenture Trustee and the Insurer an Issuer’s Officer's Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(e)clause (iii) above, the Issuer shall also furnish to the Indenture Trustee and the Insurer an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property, other than property as contemplated by Section 11.1(g) or securities released from the lien of created by this Indenture since the commencement of the then-then current calendar fiscal year, as set forth in the certificates Officer's Certificate required by Section 11.1(eclause (iii) above and this Section 11.1(fclause (iv), is equals 10% or more of the Note BalanceBalances of the Notes, but such a certificate Officer's Certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related Issuer’s Officer's Certificate is less than $25,000 or less than 1% one percent of the then Note Balance. (g) Notwithstanding Section 2.10 or any other provisions of this Section 11.1, the Issuer may, without compliance with the requirements Balances of the other provisions of this Section 11.1, (i) collect, liquidate, sell or otherwise dispose of Receivables and Financed Vehicles as and to the extent permitted or required by the Transaction Documents and (ii) make cash payments out of the Trust Accounts as and to the extent permitted or required by the Transaction DocumentsNotes.

Compliance Certificates and Opinions, etc. (a) Upon any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Issuer shall furnish to the Indenture Trustee (i) an Issuer’s Officer's Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, (ii) an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent, if any, have been complied with and (iii) (if required by the TIA) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section 11.1, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished. (b) . Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: (iA) a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto; (iiB) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iiiC) a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and (ivD) a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with. (ci) Prior to the deposit of any Collateral or other property or securities with the Indenture Trustee that is to be made the basis for the release of any property or securities subject to the lien of this Indenture, the Issuer shall, in addition to any obligation imposed in Section 11.1(a) or elsewhere in this Indenture, deliver furnish to the Indenture Trustee an Issuer’s Officer's Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) days of such deposit) to the Issuer of the Collateral or other property or securities to be so deposited. (dii) Whenever the Issuer is required to furnish to the Indenture Trustee an Issuer’s Officer's Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(c)clause (i) above, the Issuer shall also furnish deliver to the Indenture Trustee an Independent Certificate as to the same matters matters, if the fair value to the Issuer of the property or securities to be so deposited and of all other such property or securities made the basis of any such withdrawal or release since the commencement of the then-current fiscal year of the Issuer, as set forth in the certificates furnished delivered pursuant to Section 11.1(cclause (i) above and this Section 11.1(dclause (ii), is ten percent (10% %) or more of the Note Balanceprincipal amount of the Notes Outstanding, but such a certificate need not be furnished with respect to any property or securities so deposited deposited, if the fair value thereof to the Issuer as set forth in the related Issuer’s Officer's Certificate is less than $25,000 or less than one percent (1% %) of the Note Balanceprincipal amount of the Notes Outstanding. (eiii) Whenever any property or securities are to be released from the lien of this Indenture, the Issuer shall also furnish to the Indenture Trustee an Issuer’s Officer's Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) days of such release) of the property or securities proposed to be released and stating that in the opinion of such person the proposed release will not impair the security under this Indenture in contravention of the provisions hereof. (fiv) Whenever the Issuer is required to furnish to the Indenture Trustee an Issuer’s Officer's Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(e)clause (iii) above, the Issuer shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property, other than property as contemplated by Section 11.1(gclause (v) below or securities released from the lien of this Indenture since the commencement of the then-current calendar year, as set forth in the certificates required by Section 11.1(eclause (iii) above and this Section 11.1(fclause (iv), is equals ten percent (10% %) or more of the Note Balanceprincipal amount of the Notes Outstanding, but such a certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related Issuer’s Officer's Certificate is less than $25,000 or less than one percent (1% %) of the Note Balanceprincipal amount of the Notes Outstanding. (gv) Notwithstanding Section 2.10 or any other provisions of this Section 11.1, the Issuer may, without compliance with the requirements of the other provisions of this Section 11.1, (iA) collect, liquidate, sell or otherwise dispose of Receivables and Financed Vehicles as and to the extent permitted or required by the Transaction Basic Documents and (iiB) make cash payments out of the Trust Accounts and the Payahead Account as and to the extent permitted or required by the Transaction Basic Documents.

Compliance Certificates and Opinions, etc. (a) Upon any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Issuer shall furnish to the Indenture Trustee (i) an IssuerOfficer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, with and (ii) an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent, if any, have been complied with and (iii) (if required by the TIA) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section 11.1Section, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished. (b) . Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: (i) a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with. (cb) (i) Prior to the deposit of any Collateral or other property or securities with the Indenture Trustee that is to be made the basis for the release of any property or securities subject to the lien of this Indenture, the Issuer shall, in addition to any obligation imposed in Section 11.1(a11.01(a) or elsewhere in this Indenture, deliver furnish to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) days of such deposit) to the Issuer of the Collateral or other property or securities to be so deposited. (d) Whenever the Issuer is required to furnish to the Indenture Trustee an Issuer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(c), the Issuer shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters if the fair value to the Issuer of the property or securities to be so deposited and of all other such property or securities made the basis of any such withdrawal or release since the commencement of the then-current fiscal year of the Issuer, as set forth in the certificates furnished pursuant to Section 11.1(c) and this Section 11.1(d), is 10% or more of the Note Balance, but such a certificate need not be furnished with respect to any property or securities so deposited if the fair value thereof to the Issuer as set forth in the related Issuer’s Certificate is less than $25,000 or less than 1% of the Note Balance. (e) Whenever any property or securities are to be released from the lien of this Indenture, the Issuer shall also furnish to the Indenture Trustee an Issuer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) days of such release) of the property or securities proposed to be released and stating that in the opinion of such person the proposed release will not impair the security under this Indenture in contravention of the provisions hereof. (f) Whenever the Issuer is required to furnish to the Indenture Trustee an Issuer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(e), the Issuer shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property, other than property as contemplated by Section 11.1(g) or securities released from the lien of this Indenture since the commencement of the then-current calendar year, as set forth in the certificates required by Section 11.1(e) and this Section 11.1(f), is 10% or more of the Note Balance, but such a certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related Issuer’s Certificate is less than $25,000 or less than 1% of the Note Balance. (g) Notwithstanding Section 2.10 or any other provisions of this Section 11.1, the Issuer may, without compliance with the requirements of the other provisions of this Section 11.1, (i) collect, liquidate, sell or otherwise dispose of Receivables and Financed Vehicles as and to the extent permitted or required by the Transaction Documents and (ii) make cash payments out of the Trust Accounts as and to the extent permitted or required by the Transaction Documents.

Compliance Certificates and Opinions, etc. (a) Upon any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this IndentureIndenture (except with respect to the Servicer's servicing activity in the ordinary course of its business), the Issuer shall furnish to the Indenture Trustee (i) an Issuer’s Officer's Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, (ii) an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent, if any, have been complied with and (iii) (if required by the TIA) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section 11.1Section, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished. (b) . Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: (i1) a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto; (ii2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii3) a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv4) a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with. (cb) Prior to the deposit of any Collateral or other property or securities with the Indenture Trustee that is to be made the basis for the release of any property or securities subject to the lien of this Indenture, the Issuer shall, in addition to any obligation imposed in Section 11.1(a11.01(a) hereof or elsewhere in this Indenture, deliver furnish to the Indenture Trustee an Issuer’s Officer's Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) 90 days of such deposit) to the Issuer of the Collateral or other property or securities to be so deposited. (dc) Whenever the Issuer is required to furnish to the Indenture Trustee an Issuer’s Officer's Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(c)subsection (b) above, the Issuer shall also furnish deliver to the Indenture Trustee an Independent Certificate as to the same matters matters, if the fair value to the Issuer of the property or securities to be so deposited and of all other such property or securities made the basis of any such withdrawal or release since the commencement of the then-current fiscal year of the Issuer, as set forth in the certificates furnished delivered pursuant to Section 11.1(csubsection (b) above and this Section 11.1(dsubsection (c), is 10% or more of the Note BalanceOutstanding Amount of the Notes, but such a certificate need not be furnished with respect to any property or securities so deposited deposited, if the fair value thereof to the Issuer as set forth in the related Issuer’s Officer's Certificate is less than $25,000 or less than 1% one percent of the Note BalanceOutstanding Amount of the Notes. (ed) Whenever any property or securities are to be released from the lien of this Indenture, the Issuer shall also furnish to the Indenture Trustee an Issuer’s Officer's Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) 90 days of such release) of the property or securities proposed to be released and stating that in the opinion of such person the proposed release will not impair the security under this Indenture in contravention of the provisions hereof. (fe) Whenever the Issuer is required to furnish to the Indenture Trustee an Issuer’s Officer's Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(e)subsection (d) above, the Issuer shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property, other than property as contemplated by Section 11.1(g) or securities released from the lien of this Indenture since the commencement of the then-current calendar year, as set forth in the certificates required by Section 11.1(esubsection (d) above and this Section 11.1(fsubsection (e), is equals 10% or more of the Note BalanceOutstanding Amount of the Notes, but such a certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related Issuer’s Officer's Certificate is less than $25,000 or less than 1% one percent of the Note Balance. (g) Notwithstanding Section 2.10 or any other provisions of this Section 11.1, the Issuer may, without compliance with the requirements then Outstanding Amount of the other provisions of this Section 11.1, (i) collect, liquidate, sell or otherwise dispose of Receivables and Financed Vehicles as and to the extent permitted or required by the Transaction Documents and (ii) make cash payments out of the Trust Accounts as and to the extent permitted or required by the Transaction DocumentsNotes.

Compliance Certificates and Opinions, etc. (a) Upon any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Issuer shall furnish to the Indenture Trustee (i) an IssuerOfficer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, (ii) an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent, if any, have been complied with and (iii) (if required by Section 11.01(b)(ii) or the TIA) , an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section 11.1Certificate, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished. (b) . Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: (i) a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with. (ci) Prior to the deposit of any Collateral or other property or securities with the Indenture Trustee that is to be made the basis for the release of any property or securities subject to the lien Lien of this Indenture, the Issuer shall, in addition to any obligation imposed in Section 11.1(a11.01(a) or elsewhere in this Indenture, deliver to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of each person individual signing such certificate as to the fair value (within ninety (90) 90 days of such deposit) to the Issuer of the Collateral or other property or securities to be so deposited. (dii) Whenever the Issuer is required to furnish to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(c)clause (i) above, the Issuer shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters matters, if the fair value to the Issuer of the property or securities to be so deposited and of all other such property or securities made the basis of any such withdrawal or release since the commencement of the then-current fiscal year of the Issuer, as set forth in the certificates furnished pursuant to Section 11.1(cclause (i) above and this Section 11.1(dclause (ii), is 10% or more of the Note Balance, but such a certificate need not be furnished with respect to any property or securities so deposited deposited, if the fair value thereof to the Issuer as set forth in the related IssuerOfficer’s Certificate is less than $25,000 or less than 1% of the Note Balance. (eiii) Whenever Other than with respect to any release described in clause (A) or (B) of Section 11.01(b)(v), whenever any property or securities are to be released from the lien Lien of this Indenture, the Issuer shall also furnish to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) 90 days of such release) of the property or securities proposed to be released and stating that in the opinion of such person the proposed release will not impair the security under this Indenture in contravention of the provisions hereof. (fiv) Whenever the Issuer is required to furnish to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(e)clause (iii) above, the Issuer shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property, property (other than property as contemplated by Section 11.1(gdescribed in clauses (A) or securities (B) of Section 11.01(b)(v)) released from the lien Lien of this Indenture since the commencement of the then-current calendar year, as set forth in the certificates required by Section 11.1(eclause (iii) above and this Section 11.1(fclause (iv), is equals 10% or more of the Note Balance, but such a certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related IssuerOfficer’s Certificate is less than $25,000 or less than 1% of the Note BalanceBalance at the time of such release. (gv) Notwithstanding Section 2.10 2.13 or any other provisions provision of this Section 11.1Section, the Issuer may, without compliance with the requirements of the other provisions of this Section 11.1Section, (iA) collect, liquidate, sell or otherwise dispose of Receivables and Financed Vehicles Equipment as and to the extent permitted or required by the Transaction Basic Documents and (iiB) make cash payments out of the Trust Accounts as and to the extent permitted or required by the Transaction Basic Documents.

Compliance Certificates and Opinions, etc. (a) Upon any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Issuer shall furnish to the Indenture Trustee (ia) an IssuerOfficer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, (iib) an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent, if any, have been complied with with, and (iiic) (if required by Section 3.14(c) of the TIA) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section 11.1Section, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished. (b) . Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: (i) a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whetherwhether or not, in the opinion of each such signatory, such condition or covenant has been complied with. (cb) Prior to the deposit of any Collateral or other property or securities with the Indenture Trustee that is to be made the basis for the release of any property or securities subject to the lien of this Indenture, the Issuer shall, in addition to any obligation imposed in Section 11.1(a11.01(a) hereof or elsewhere in this Indenture, deliver furnish to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) 90 days of such deposit) to the Issuer of the Collateral or other property or securities to be so deposited. (dc) Whenever the Issuer is required to furnish to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(c)subsection (b) above, the Issuer shall also furnish deliver to the Indenture Trustee an Independent Certificate as to the same matters matters, if the fair value to the Issuer of the property or securities to be so deposited and of all other such property or securities made the basis of any such withdrawal or release since the commencement of the then-current fiscal year of the Issuer, as set forth in the certificates furnished delivered pursuant to Section 11.1(csubsection (b) above and this Section 11.1(dsubsection (c), is 10% or more of the Note BalanceOutstanding Amount of the Notes, but such a certificate need not be furnished with respect to any property or securities so deposited deposited, if the fair value thereof to the Issuer as set forth in the related IssuerOfficer’s Certificate is less than $25,000 or less than 1% one percent of the Note BalanceOutstanding Amount of the Notes. (ed) Whenever any property or securities are to be released from the lien of this Indenture, the Issuer shall also furnish to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) 90 days of such release) of the property or securities proposed to be released and stating that in the opinion of such person the proposed release will not impair the security under this Indenture in contravention of the provisions hereof. (fe) Whenever the Issuer is required to furnish to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(e)subsection (d) above, the Issuer shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property, other than property as contemplated by Section 11.1(g) or securities released from the lien of this Indenture since the commencement of the then-current calendar year, as set forth in the certificates required by Section 11.1(esubsection (d) above and this Section 11.1(fsubsection (e), is equals 10% or more of the Note BalancePrincipal Balance of the Notes, but such a certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related IssuerOfficer’s Certificate is less than $25,000 or less than 1% one percent of the then Note BalancePrincipal Balance of the Notes. (gf) Notwithstanding Section 2.10 The provisions set forth in Sections 11.01(b), (c), (d) and (e) hereof shall not apply to any repurchases, optional purchases, substitutions, redemptions or any other optional terminations carried out in accordance with the provisions of Article X of this Section 11.1, the Issuer may, without compliance with the requirements Indenture or Article 7 of the other provisions of this Section 11.1, (i) collect, liquidate, sell or otherwise dispose of Receivables Sale and Financed Vehicles as and to the extent permitted or required by the Transaction Documents and (ii) make cash payments out of the Trust Accounts as and to the extent permitted or required by the Transaction DocumentsServicing Agreement.

Compliance Certificates and Opinions, etc. (a) Upon any application or request by the Issuer Issuing Entity to the Indenture Trustee to take any action under any provision of this Indenture, the Issuer Issuing Entity shall furnish to the Indenture Trustee and to the Credit Enhancer (i) an Issuer’s Officer's Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, with and (ii) an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent, if any, have been complied with and (iii) (if required by the TIA) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section 11.1with, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished. (b) . Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: (i1) a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto; (ii2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii3) a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and; (iv4) a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with; and (5) if the Signer of such Certificate or Opinion is required to be Independent, the Statement required by the definition of the term "Independent". (ci) Prior to the deposit of any Collateral or other property or securities with the Indenture Trustee that is to be made the basis for the release of any property or securities subject to the lien of this Indenture, the Issuer Issuing Entity shall, in addition to any obligation imposed in Section 11.1(a10.01(a) or elsewhere in this Indenture, deliver furnish to the Indenture Trustee an Issuer’s Officer's Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) 90 days of such deposit) to the Issuer Issuing Entity of the Collateral or other property or securities to be so deposited. (dii) Whenever the Issuer Issuing Entity is required to furnish to the Indenture Trustee an Issuer’s Officer's Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(c)clause (i) above, the Issuer Issuing Entity shall also furnish deliver to the Indenture Trustee an Independent Certificate as to the same matters matters, if the fair value to the Issuer Issuing Entity of the property or securities to be so deposited and of all other such property or securities made the basis of any such withdrawal or release since the commencement of the then-current fiscal year of the IssuerIssuing Entity, as set forth in the certificates furnished delivered pursuant to Section 11.1(cclause (i) above and this Section 11.1(dclause (ii), is 10% or more of the Note BalanceSecurity Balances of the Notes, but such a certificate need not be furnished with respect to any property or securities so deposited deposited, if the fair value thereof to the Issuer Issuing Entity as set forth in the related Issuer’s Officer's Certificate is less than $25,000 or less than 1% one percent of the Note BalanceSecurity Balances of the Notes. (eiii) Whenever any property or securities are to be released from the lien of this Indenture, the Issuer Issuing Entity shall also furnish to the Indenture Trustee an Issuer’s Officer's Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) 90 days of such release) of the property or securities proposed to be released and stating that in the opinion of such person the proposed release will not impair the security under this Indenture in contravention of the provisions hereof. (fiv) Whenever the Issuer Issuing Entity is required to furnish to the Indenture Trustee an Issuer’s Officer's Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(e)clause (iii) above, the Issuer Issuing Entity shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property, other than property as contemplated by Section 11.1(gclause (v) below or securities released from the lien of this Indenture since the commencement of the then-current calendar year, as set forth in the certificates required by Section 11.1(eclause (iii) above and this Section 11.1(fclause (iv), is equals 10% or more of the Note BalanceSecurity Balances of the Notes, but such a certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related Issuer’s Officer's Certificate is less than $25,000 or less than 1% one percent of the Note Balancethen Security Balances of the Notes. (gv) Notwithstanding Section 2.10 or any other provisions provision of this Section 11.1Indenture, the Issuer Issuing Entity may, without compliance with the requirements of the other provisions of this Section 11.110.01, (iA) collect, liquidate, sell or otherwise dispose of Receivables and Financed Vehicles the Mortgage Loans as and to the extent permitted or required by the Transaction Basic Documents and or (iiB) make cash payments out of the Trust Accounts Payment Account as and to the extent permitted or required by the Transaction Basic Documents [, so long as the Issuing Entity shall deliver to the Indenture Trustee every six months, commencing _____________, an Officer's Certificate of the Issuing Entity stating that all the dispositions of Collateral described in clauses (A) or (B) above that occurred during the preceding six calendar months were in the ordinary course of the Issuing Entity's business and that the proceeds thereof were applied in accordance with the Basic Documents].

Compliance Certificates and Opinions, etc. (a) Upon any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Issuer shall furnish to the Indenture Trustee (i) an IssuerOfficer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, with and (ii) an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent, if any, have been complied with and (iii) (if required by the TIA) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section 11.1Section, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished. (b) . Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: (i) a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with. (ci) Prior to the deposit of any Collateral or other property or securities with the Indenture Trustee that is to be made the basis for the release of any property or securities subject to the lien of this Indenture, the Issuer shall, in addition to any obligation imposed in Section 11.1(a11.01(a) or elsewhere in this Indenture, deliver furnish to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) 90 days of such deposit) to the Issuer of the Collateral or other property or securities to be so deposited. (dii) Whenever the Issuer is required to furnish to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of any signer signatory thereof as to the matters described in Section 11.1(c)clause (i) above, the Issuer shall also furnish deliver to the Indenture Trustee an Independent Certificate as to the same matters matters, if the fair value to the Issuer of the property or securities to be so deposited and of all other such property or securities made the basis of any such withdrawal or release since the commencement of the then-current fiscal year of the Issuer, as set forth in the certificates furnished delivered pursuant to Section 11.1(cclause (i) above and this Section 11.1(dclause (ii), is 10% or more of the Note BalanceOutstanding Amount of the Notes, but such a certificate need not be furnished with respect to any property or securities so deposited deposited, if the fair value thereof to the Issuer as set forth in the related IssuerOfficer’s Certificate is less than $25,000 or less than 1% one percent of the Note BalanceOutstanding Amount of the Notes. (eiii) Whenever any property or securities are to be released from the lien of this Indenture, the Issuer shall also furnish to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) 90 days of such release) of the property or securities proposed to be released and stating that in the opinion of such person the proposed release will not impair the security under this Indenture in contravention of the provisions hereof. (fiv) Whenever Other than with respect to the release of any Purchased Receivable, the Issuer is required to furnish to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(e), clause (iii) above and the Issuer shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property, other than property as contemplated by Section 11.1(gclause (v) below, or securities released from the lien of this Indenture since the commencement of the then-current calendar year, as set forth in the certificates required by Section 11.1(eclause (iii) above and this Section 11.1(fclause (iv), is equals 10% or more of the Note BalanceOutstanding Amount of the Notes, but such a certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related IssuerOfficer’s Certificate is less than $25,000 or less than 1% one percent of the Note Balancethen Outstanding Amount of the Notes. (gv) Notwithstanding Section 2.10 4.04 or any other provisions provision of this Section 11.1Section, the Issuer may, without compliance with the requirements of the other provisions of this Section 11.1Section, (iA) collect, liquidate, sell or otherwise dispose of Receivables and Financed Vehicles as and to the extent permitted or required by the Transaction Basic Documents and (iiB) make cash payments out of the Trust Accounts as and to the extent permitted or required by the Transaction Basic Documents.

Compliance Certificates and Opinions, etc. (a) Upon any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Issuer shall furnish to the Indenture Trustee (i) an IssuerOfficer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, with and (ii) an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent, if any, have been complied with and (iii) (if required by the TIA) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section 11.1Section, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished. (b) . Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: (i) a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with. (cb) (i) Prior to the deposit of any Collateral or other property or securities with the Indenture Trustee that is to be made the basis for the release of any property or securities subject to the lien of this Indenture, the Issuer shall, in addition to any obligation imposed in Section 11.1(a11.01(a) or elsewhere in this Indenture, deliver furnish to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) 90 days of such deposit) to the Issuer of the Collateral or other property or securities to be so deposited. (d) Whenever the Issuer is required to furnish to the Indenture Trustee an Issuer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(c), the Issuer shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters if the fair value to the Issuer of the property or securities to be so deposited and of all other such property or securities made the basis of any such withdrawal or release since the commencement of the then-current fiscal year of the Issuer, as set forth in the certificates furnished pursuant to Section 11.1(c) and this Section 11.1(d), is 10% or more of the Note Balance, but such a certificate need not be furnished with respect to any property or securities so deposited if the fair value thereof to the Issuer as set forth in the related Issuer’s Certificate is less than $25,000 or less than 1% of the Note Balance. (e) Whenever any property or securities are to be released from the lien of this Indenture, the Issuer shall also furnish to the Indenture Trustee an Issuer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) days of such release) of the property or securities proposed to be released and stating that in the opinion of such person the proposed release will not impair the security under this Indenture in contravention of the provisions hereof. (f) Whenever the Issuer is required to furnish to the Indenture Trustee an Issuer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(e), the Issuer shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property, other than property as contemplated by Section 11.1(g) or securities released from the lien of this Indenture since the commencement of the then-current calendar year, as set forth in the certificates required by Section 11.1(e) and this Section 11.1(f), is 10% or more of the Note Balance, but such a certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related Issuer’s Certificate is less than $25,000 or less than 1% of the Note Balance. (g) Notwithstanding Section 2.10 or any other provisions of this Section 11.1, the Issuer may, without compliance with the requirements of the other provisions of this Section 11.1, (i) collect, liquidate, sell or otherwise dispose of Receivables and Financed Vehicles as and to the extent permitted or required by the Transaction Documents and (ii) make cash payments out of the Trust Accounts as and to the extent permitted or required by the Transaction Documents.

Compliance Certificates and Opinions, etc. (a) Upon any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Issuer shall furnish to the Indenture Trustee (i) an Issuer’s Officer's Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, (ii) an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent, if any, have been complied with and (iii) (if required by the TIA) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section 11.1, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished. (b) . Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: (iA) a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto; (iiB) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iiiC) a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and (ivD) a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with. (ci) Prior to the deposit of any Collateral or other property or securities with the Indenture Trustee that is to be made the basis for the release of any property or securities subject to the lien of this Indenture, the Issuer shall, in addition to any obligation imposed in Section 11.1(a) or elsewhere in this Indenture, deliver furnish to the Indenture Trustee an Issuer’s Officer's Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) 90 days of such deposit) to the Issuer of the Collateral or other property or securities to be so deposited. (dii) Whenever the Issuer is required to furnish to the Indenture Trustee an Issuer’s Officer's Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(c)clause (i) above, the Issuer shall also furnish deliver to the Indenture Trustee an Independent Certificate as to the same matters matters, if the fair value to the Issuer of the property or securities to be so deposited and of all other such property or securities made the basis of any such withdrawal or release since the commencement of the then-current fiscal year of the Issuer, as set forth in the certificates furnished delivered pursuant to Section 11.1(cclause (i) above and this Section 11.1(dclause (ii), is 10% or more of the Note Balanceprincipal amount of the Notes Outstanding, but such a certificate need not be furnished with respect to any property or securities so deposited deposited, if the fair value thereof to the Issuer as set forth in the related Issuer’s Officer's Certificate is less than $25,000 or less than 1% of the Note Balanceprincipal amount of the Notes Outstanding. (eiii) Whenever any property or securities are to be released from the lien of this Indenture, the Issuer shall also furnish to the Indenture Trustee an Issuer’s Officer's Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) 90 days of such release) of the property or securities proposed to be released and stating that in the opinion of such person the proposed release will not impair the security under this Indenture in contravention of the provisions hereof. (fiv) Whenever the Issuer is required to furnish to the Indenture Trustee an Issuer’s Officer's Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(e)clause (iii) above, the Issuer shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property, other than property as contemplated by Section 11.1(gclause (v) below or securities released from the lien of this Indenture since the commencement of the then-current calendar year, as set forth in the certificates required by Section 11.1(eclause (iii) above and this Section 11.1(fclause (iv), is equals 10% or more of the Note Balanceprincipal amount of the Notes Outstanding, but such a certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related Issuer’s Officer's Certificate is less than $25,000 or less than 1% of the Note Balanceprincipal amount of the then Outstanding Notes. (gv) Notwithstanding Section 2.10 or any other provisions of this Section 11.1, the Issuer may, without compliance with the requirements of the other provisions of this Section 11.1, (iA) collect, liquidate, sell or otherwise dispose of Receivables and Financed Vehicles as and to the extent permitted or required by the Transaction Basic Documents and (iiB) make cash payments out of the Trust Accounts as and to the extent permitted or required by the Transaction Basic Documents.

Compliance Certificates and Opinions, etc. (a) Upon any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Issuer shall furnish to the Indenture Trustee (i) an IssuerOfficer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, (ii) an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent, if any, have been complied with and (iii) (if required by the TIA) an Independent Certificate from a firm of certified registered public accountants meeting the applicable requirements of this Section 11.110.01, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished. (b) Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: (i) a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with. (c) (i) Prior to the deposit of any Securitized Utility Tariff Bond Collateral or other property or securities with the Indenture Trustee that is to be made the basis for the release of any property or securities subject to the lien Lien of this Indenture, the Issuer shall, in addition to any obligation imposed in Section 11.1(a10.01(a) or elsewhere in this Indenture, deliver furnish to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) days of such deposit) to the Issuer of the Securitized Utility Tariff Bond Collateral or other property or securities to be so deposited. (d) Whenever the Issuer is required to furnish to the Indenture Trustee an Issuer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(c), the Issuer shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters if the fair value to the Issuer of the property or securities to be so deposited and of all other such property or securities made the basis of any such withdrawal or release since the commencement of the then-current fiscal year of the Issuer, as set forth in the certificates furnished pursuant to Section 11.1(c) and this Section 11.1(d), is 10% or more of the Note Balance, but such a certificate need not be furnished with respect to any property or securities so deposited if the fair value thereof to the Issuer as set forth in the related Issuer’s Certificate is less than $25,000 or less than 1% of the Note Balance. (e) Whenever any property or securities are to be released from the lien of this Indenture, the Issuer shall also furnish to the Indenture Trustee an Issuer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) days of such release) of the property or securities proposed to be released and stating that in the opinion of such person the proposed release will not impair the security under this Indenture in contravention of the provisions hereof. (f) Whenever the Issuer is required to furnish to the Indenture Trustee an Issuer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(e), the Issuer shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property, other than property as contemplated by Section 11.1(g) or securities released from the lien of this Indenture since the commencement of the then-current calendar year, as set forth in the certificates required by Section 11.1(e) and this Section 11.1(f), is 10% or more of the Note Balance, but such a certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related Issuer’s Certificate is less than $25,000 or less than 1% of the Note Balance. (g) Notwithstanding Section 2.10 or any other provisions of this Section 11.1, the Issuer may, without compliance with the requirements of the other provisions of this Section 11.1, (i) collect, liquidate, sell or otherwise dispose of Receivables and Financed Vehicles as and to the extent permitted or required by the Transaction Documents and (ii) make cash payments out of the Trust Accounts as and to the extent permitted or required by the Transaction Documents.

Compliance Certificates and Opinions, etc. (a) Upon any application or request by the Issuer to the Indenture Trustee to take any action under that is not specifically required by any provision of this Indenture, the Issuer shall furnish to the Indenture Trustee (i) an IssuerOfficer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, (ii) an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent, if any, have been complied with and (iii) (if required by the TIATIA and except in the case of a full redemption under Section 10.01) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section 11.1, except that, in Section. Upon any application or request by the case Issuer to the Indenture Trustee to take any action under any provision of any this Indenture wherein such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished. (b) . Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: (i) a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with. (ci) Prior to the deposit of any Collateral or other property or securities with the Indenture Trustee Securities Intermediary that is to be made the basis for the release of any property or securities subject to the lien of this Indenture, the Issuer shall, in addition to any obligation imposed in Section 11.1(a11.01 (a) or elsewhere in this Indenture, deliver furnish to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) days of such deposit) to the Issuer of the Collateral or other property or securities to be so deposited. (dii) Whenever the Issuer is required to furnish to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(c)clause (i) above, the Issuer shall also furnish deliver to the Indenture Trustee an Independent Certificate as to the same matters matters, if the fair value to the Issuer of the property or securities to be so deposited and of all other such property or securities made the basis of any such withdrawal or release since the commencement of the then-current fiscal year of the Issuer, as set forth in the certificates furnished delivered pursuant to Section 11.1(cclause (i) above and this Section 11.1(dclause (ii), is 10% or more of the Note BalanceOutstanding Amount, but such a certificate need not be furnished with respect to any property or securities so deposited deposited, if the fair value thereof to the Issuer as set forth in the related IssuerOfficer’s Certificate is less than $25,000 or less than 1% one percent of the Note BalanceOutstanding Amount of the Notes. (eiii) Whenever Other than with respect to any release described in clause (A) or (B) of Section 11.01(b)(v), whenever any property or securities are to be released from the lien of this Indenture, the Issuer shall also furnish to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) days of such release) of the property or securities proposed to be released and stating that in the opinion of such person the proposed release will not impair the security under this Indenture in contravention of the provisions hereof. (fiv) Whenever the Issuer is required to furnish to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(e)clause (iii) above, the Issuer shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property, property (other than property as contemplated by Section 11.1(gdescribed in clauses (A) or securities (B) of Section 11.01 (b)(v)) released from the lien of this Indenture since the commencement of the then-current calendar year, as set forth in the certificates required by Section 11.1(eclause (iii) above and this Section 11.1(fclause (iv), is equals 10% or more of the Note BalanceOutstanding Amount, but such a certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related IssuerOfficer’s Certificate is less than $25,000 or less than 1% one percent of the Note Balancethen Outstanding Amount. (gv) Notwithstanding Section 2.10 2.12 or any other provisions provision of this Section 11.1Section, the Issuer may, without compliance with the requirements of the other provisions of this Section 11.1Section, (iA) collect, liquidate, sell or otherwise dispose of Receivables and Financed Vehicles as and to the extent permitted or required by the Transaction Basic Documents and (iiB) make cash payments out of the Trust Accounts as and to the extent permitted or required by the Transaction Basic Documents.

Compliance Certificates and Opinions, etc. (a) Upon any application or request by the Issuer Issuing Entity to the Indenture Trustee to take any action under any provision of this Indenture, the Issuer Issuing Entity shall furnish to the Indenture Trustee (i) an IssuerOfficer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, (ii) an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent, if any, have been complied with and (iii) (if required by the TIA) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section 11.1Section, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished. (b) . Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: (i) a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with. (ci) Prior to the deposit of any Collateral or other property or securities with the Indenture Trustee that is to be made the basis for the release of any property or securities subject to the lien of this Indenture, the Issuer Issuing Entity shall, in addition to any obligation imposed in Section 11.1(a11.01(a) or elsewhere in this Indenture, deliver furnish to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) 90 days of such deposit) to the Issuer Issuing Entity of the Collateral or other property or securities to be so deposited. (dii) Whenever the Issuer Issuing Entity is required to furnish to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(c)clause (i) above, the Issuer Issuing Entity shall also furnish deliver to the Indenture Trustee an Independent Certificate as to the same matters matters, if the fair value to the Issuer Issuing Entity of the property or securities to be so deposited and of all other such property or securities made the basis of any such withdrawal or release since the commencement of the then-current fiscal year of the IssuerIssuing Entity, as set forth in the certificates furnished delivered pursuant to Section 11.1(cclause (i) above and this Section 11.1(dclause (ii), is 10% or more of the Note BalanceOutstanding Amount of the Notes, but such a certificate need not be furnished with respect to any property or securities so deposited deposited, if the fair value thereof to the Issuer Issuing Entity as set forth in the related IssuerOfficer’s Certificate is less than $25,000 or less than 1% one percent of the Note BalanceOutstanding Amount of the Notes. (eiii) Whenever Other than with respect to the release of any Purchased Receivables or Liquidated Receivables, whenever any property or securities are to be released from the lien of this Indenture, the Issuer Issuing Entity shall also furnish to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) 90 days of such release) of the property or securities proposed to be released and stating that in the opinion of such person the proposed release will not impair the security under this Indenture in contravention of the provisions hereof. (fiv) Whenever the Issuer Issuing Entity is required to furnish to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(e)clause (iii) above, the Issuer Issuing Entity shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property, property other than property as contemplated by Section 11.1(g) Purchased Receivables and Liquidated Receivables, or securities released from the lien of this Indenture since the commencement of the then-then current calendar year, as set forth in the certificates required by Section 11.1(eclause (iii) above and this Section 11.1(fclause (iv), is equals 10% or more of the Note BalanceOutstanding Amount of the Notes, but such a certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related IssuerOfficer’s Certificate is less than $25,000 or less than 1% one percent of the Note Balancethen Outstanding Amount of the Notes. (gv) Notwithstanding Section 2.10 2.09, Section 3.10(b) or any other provisions provision of this Section 11.1Section, the Issuer may, without compliance with the requirements of the other provisions of this Section 11.1, Issuing Entity may (iA) collect, liquidate, sell or otherwise dispose of Receivables and Financed Vehicles as and to the extent permitted or required by the Transaction Basic Documents and (iiB) make cash payments out of the Trust Accounts as and to the extent permitted or required by the Transaction Basic Documents.

Compliance Certificates and Opinions, etc. (a) Upon any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Issuer shall furnish to the Indenture Trustee and the Rating Agencies (i) an Issuer’s Officers' Certificate of the Issuer stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, (ii) an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent, if any, have been complied with and (iii) (if required by the TIA) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section 11.1Section, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished. (b) . Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture indenture shall include: (i) a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with. (ci) Prior to the deposit of any Collateral or other property or securities with the Indenture Trustee that is to be made the basis for the release of any property or securities subject to the lien of this Indenture, the Issuer shall, in addition to any obligation imposed in Section 11.1(a) or elsewhere in this Indenture, deliver furnish to the Indenture Trustee and the Rating Agencies an Issuer’s Officers' Certificate of the Issuer certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) 90 days of such deposit) to the Issuer of the Collateral or other property or securities to be so deposited. (dii) Whenever the Issuer is required to furnish to the Indenture Trustee and the Rating Agencies an Issuer’s Officers' Certificate of the Issuer certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(c)clause (i) above, the Issuer shall also furnish deliver to the Indenture Trustee an Independent Certificate as to the same matters matters, if the fair value to the Issuer of the property or securities to be so deposited and of all other such property or securities made the basis of any such withdrawal or release since the commencement of the then-current fiscal year of the Issuer, as set forth in the certificates furnished delivered pursuant to Section 11.1(cclause (i) above and this Section 11.1(dclause (ii), is 10% or more of the Note BalanceOutstanding Amount of the Notes, but such a certificate need not be furnished with respect to any property or securities so deposited deposited, if the fair value thereof to the Issuer as set forth in the related Issuer’s Officers' Certificate is less than $25,000 or less than 1% one percent of the Note BalanceOutstanding Amount of the Notes. (eiii) Whenever Other than any property released as contemplated by clause (v) below, whenever any property or securities are to be released from the lien of this Indenture, the Issuer shall also furnish to the Indenture Trustee an Issuer’s Officers' Certificate of the Issuer certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) 90 days of such release) of the property or securities proposed to be released and stating that in the opinion of such person the proposed release will not impair the security under this Indenture in contravention of the provisions hereof. (fiv) Whenever the Issuer is required to furnish to the Indenture Trustee an Issuer’s Officers' Certificate of the Issuer certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(e)clause (iii) above, the Issuer shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property, other than property as contemplated by Section 11.1(gclause (v) below, or securities released from the lien of this Indenture since the commencement of the then-current calendar year, as set forth in the certificates required by Section 11.1(eclause (iii) above and this Section 11.1(fclause (iv), is equals 10% or more of the Note BalanceOutstanding Amount of the Notes, but such a certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related Issuer’s Officers' Certificate is less than $25,000 or less than 1% one percent of the Note Balancethen Outstanding Amount of the Notes. (gv) Notwithstanding Section 2.10 2.9 or any other provisions provision of this Section 11.1Section, the Issuer may, without compliance with the requirements of the other provisions of this Section 11.1Section, (iA) collect, liquidate, sell or otherwise dispose of Receivables and Financed Vehicles Trust Student Loans as and to the extent permitted or required by the Transaction Documents and Basic Documents, (iiB) make cash payments out of the Trust Accounts as and to the extent permitted or required by the Transaction Basic Documents and (C) convey to the Depositor, the Servicer or another eligible lender those specified Trust Student Loans as and to the extent permitted or required by and in accordance with Section 8.4(c) hereof and Section 6 of the Sale Agreement, Section 3.5 of the Servicing Agreement or Section 3.11E of the Servicing Agreement, respectively, so long as the Issuer shall deliver to the Indenture Trustee every six months, commencing December 31, 2004, an Officers' Certificate of the Issuer stating that all the dispositions of Collateral described in clauses (A), (B) or (C) above that occurred during the immediately preceding six calendar months were in the ordinary course of the Issuer's business and that the proceeds thereof were applied in accordance with the Basic Documents.

Compliance Certificates and Opinions, etc. (a) Upon any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Issuer shall furnish to the Indenture Trustee (i) an IssuerOfficer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, (ii) an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent, if any, have been complied with and (iii) (if required by Section 11.01(b)(ii) or the TIA) , an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section 11.1Certificate, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished. (b) . Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: (i) a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with. (cb) (i) Prior to the deposit of any Collateral or other property or securities with the Indenture Trustee that is to be made the basis for the release of any property or securities subject to the lien Lien of this Indenture, the Issuer shall, in addition to any obligation imposed in Section 11.1(a11.01(a) or elsewhere in this Indenture, deliver to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of each person individual signing such certificate as to the fair value (within ninety (90) 90 days of such deposit) to the Issuer of the Collateral or other property or securities to be so deposited. (d) Whenever the Issuer is required to furnish to the Indenture Trustee an Issuer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(c), the Issuer shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters if the fair value to the Issuer of the property or securities to be so deposited and of all other such property or securities made the basis of any such withdrawal or release since the commencement of the then-current fiscal year of the Issuer, as set forth in the certificates furnished pursuant to Section 11.1(c) and this Section 11.1(d), is 10% or more of the Note Balance, but such a certificate need not be furnished with respect to any property or securities so deposited if the fair value thereof to the Issuer as set forth in the related Issuer’s Certificate is less than $25,000 or less than 1% of the Note Balance. (e) Whenever any property or securities are to be released from the lien of this Indenture, the Issuer shall also furnish to the Indenture Trustee an Issuer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) days of such release) of the property or securities proposed to be released and stating that in the opinion of such person the proposed release will not impair the security under this Indenture in contravention of the provisions hereof. (f) Whenever the Issuer is required to furnish to the Indenture Trustee an Issuer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(e), the Issuer shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property, other than property as contemplated by Section 11.1(g) or securities released from the lien of this Indenture since the commencement of the then-current calendar year, as set forth in the certificates required by Section 11.1(e) and this Section 11.1(f), is 10% or more of the Note Balance, but such a certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related Issuer’s Certificate is less than $25,000 or less than 1% of the Note Balance. (g) Notwithstanding Section 2.10 or any other provisions of this Section 11.1, the Issuer may, without compliance with the requirements of the other provisions of this Section 11.1, (i) collect, liquidate, sell or otherwise dispose of Receivables and Financed Vehicles as and to the extent permitted or required by the Transaction Documents and (ii) make cash payments out of the Trust Accounts as and to the extent permitted or required by the Transaction Documents.

Compliance Certificates and Opinions, etc. (a) Upon any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Issuer shall furnish to the Indenture Trustee and to the Note Insurer (i) an Issuer’s Officer's Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, and (ii) an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent, if any, have been complied with and (iii) (if required by the TIA) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section 11.1, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished. (b) . Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: (i) a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of each such signatory, signatory such condition or covenant has been complied with. (ci) Prior to the deposit of any Collateral or other property or securities with the Indenture Trustee that is to be made the basis for the release of any property or securities subject to the lien of this Indenture, the Issuer shall, in addition to any obligation imposed in Section 11.1(a) or elsewhere in this Indenture, deliver furnish to the Indenture Trustee and the Note Insurer an Issuer’s Officer's Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) days on the date of such deposit) to the Issuer of the Collateral or other property or securities to be so deposited. (dii) Whenever the Issuer is required to furnish to the Indenture Trustee and the Note Insurer an Issuer’s Officer's Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(c)clause (i) above, the Issuer shall also furnish deliver to the Indenture Trustee and the Note Insurer an Independent Certificate as to the same matters matters, if the fair value to the Issuer of the property or securities to be so deposited and of all other such property or securities made the basis of any such withdrawal or release since the commencement of the then-current fiscal year of the Issuer, as set forth in the certificates furnished delivered pursuant to Section 11.1(cclause (i) above and this Section 11.1(d), clause (ii) is 10% or more of the Note BalanceOutstanding Amount of the Notes, but such a certificate need not be furnished with respect to any property or securities so deposited deposited, if the fair value thereof to the Issuer as set forth in the related Issuer’s Officer's Certificate is less than $25,000 or less than 1% of the Note BalanceOutstanding Amount of the Notes. (eiii) Whenever Other than with respect to the release of any Purchased Receivables, Defaulted Texas Receivables or Liquidated Receivables, whenever any property or securities are to be released from the lien of this Indenture, the Issuer shall also furnish to the Indenture Trustee and the Note Insurer an Issuer’s Officer's Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) 90 days of such release) of the property or securities proposed to be released and stating that in the opinion of such person the proposed release will not impair the security under this Indenture in contravention of the provisions hereof. (fiv) Whenever the Issuer is required to furnish to the Indenture Trustee and the Note Insurer an Issuer’s Officer's Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(e)clause (iii) above, the Issuer shall also furnish to the Indenture Trustee and the Note Insurer an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property, property other than property as contemplated by Section 11.1(g) Purchased Receivables, Defaulted Texas Receivables and Liquidated Receivables, or securities released from the lien of this Indenture since the commencement of the then-then current calendar year, as set forth in the certificates required by Section 11.1(eclause (iii) above and this Section 11.1(fclause (iv), is equals 10% or more of the Note BalanceOutstanding Amount of the Notes, but such a certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related Issuer’s Officer's Certificate is less than $25,000 or less than 1% of the Note Balancethen Outstanding Amount of the Notes. (gv) Notwithstanding Section 2.10 2.9 or any other provisions provision of this Section 11.1Section, the Issuer may, without compliance with the requirements of the other provisions of this Section 11.1, may (iA) collect, liquidate, sell or otherwise dispose of Receivables and Financed Vehicles as and to the extent permitted or required by the Transaction Basic Documents and (iiB) make cash payments out of the Trust Accounts as and to the extent permitted or required by the Transaction Basic Documents.

Compliance Certificates and Opinions, etc. (a) Upon any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Issuer shall furnish to the Indenture Trustee (i) an IssuerOfficer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, (ii) an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent, if any, have been complied with and (iii) (if required by the TIATIA and except in the case of a full redemption under Section 10.01) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section 11.1Section, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished. (b) . Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: (i) a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with. (ci) Prior to the deposit of any Collateral or other property or securities with the Indenture Trustee that is to be made the basis for the release of any property or securities subject to the lien of this Indenture, the Issuer shall, in addition to any obligation imposed in Section 11.1(a11.01 (a) or elsewhere in this Indenture, deliver furnish to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) 90 days of such deposit) to the Issuer of the Collateral or other property or securities to be so deposited. (dii) Whenever the Issuer is required to furnish to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(c)clause (i) above, the Issuer shall also furnish deliver to the Indenture Trustee an Independent Certificate as to the same matters matters, if the fair value to the Issuer of the property or securities to be so deposited and of all other such property or securities made the basis of any such withdrawal or release since the commencement of the then-current fiscal year of the Issuer, as set forth in the certificates furnished delivered pursuant to Section 11.1(cclause (i) above and this Section 11.1(dclause (ii), is 10% or more of the Note BalanceOutstanding Amount, but such a certificate need not be furnished with respect to any property or securities so deposited deposited, if the fair value thereof to the Issuer as set forth in the related IssuerOfficer’s Certificate is less than $25,000 or less than 1% one percent of the Note BalanceOutstanding Amount of the Notes. (eiii) Whenever Other than with respect to any release described in clause (A) or (B) of Section 11.01(b)(v), whenever any property or securities are to be released from the lien of this Indenture, the Issuer shall also furnish to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) 90 days of such release) of the property or securities proposed to be released and stating that in the opinion of such person the proposed release will not impair the security under this Indenture in contravention of the provisions hereof. (fiv) Whenever the Issuer is required to furnish to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(e)clause (iii) above, the Issuer shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property, property (other than property as contemplated by Section 11.1(gdescribed in clauses (A) or securities (B) of Section 11.01 (b)(v)) released from the lien of this Indenture since the commencement of the then-current calendar year, as set forth in the certificates required by Section 11.1(eclause (iii) above and this Section 11.1(fclause (iv), is equals 10% or more of the Note BalanceOutstanding Amount, but such a certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related IssuerOfficer’s Certificate is less than $25,000 or less than 1% one percent of the Note Balancethen Outstanding Amount. (gv) Notwithstanding Section 2.10 2.12 or any other provisions provision of this Section 11.1Section, the Issuer may, without compliance with the requirements of the other provisions of this Section 11.1Section, (iA) collect, liquidate, sell or otherwise dispose of Receivables and Financed Vehicles as and to the extent permitted or required by the Transaction Basic Documents and (iiB) make cash payments out of the Trust Accounts as and to the extent permitted or required by the Transaction Basic Documents, so long as the Issuer shall deliver to the Indenture Trustee every six months, commencing no later than December 15, 2012 an Officer’s Certificate of the Issuer stating that all the dispositions of Collateral described in clauses (A) and (B) above that occurred during the preceding six calendar months or shorter period in the case of the first such Officer’s Certificate were in the ordinary course of the Issuer’s business and that the proceeds thereof were applied in accordance with the Basic Documents.

Compliance Certificates and Opinions, etc. (a) Upon any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Issuer shall furnish to the Indenture Trustee (i) an Issuer’s Officer's Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, (ii) an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent, if any, have been complied with and (iii) (if required by the TIA) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section 11.1, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished. (b) . Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: (iA) a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto; (iiB) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iiiC) a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and (ivD) a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with. (ci) Prior to the deposit of any Collateral or other property or securities with the Indenture Trustee that is to be made the basis for the release of any property or securities subject to the lien of this Indenture, the Issuer shall, in addition to any obligation imposed in Section 11.1(a) or elsewhere in this Indenture, deliver furnish to the Indenture Trustee an Issuer’s Officer's Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) 90 days of such deposit) to the Issuer of the Collateral or other property or securities to be so deposited. (dii) Whenever the Issuer is required to furnish to the Indenture Trustee an Issuer’s Officer's Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(c)clause (i) above, the Issuer shall also furnish deliver to the Indenture Trustee an Independent Certificate as to the same matters matters, if the fair value to the Issuer of the property or securities to be so deposited and of all other such property or securities made the basis of any such withdrawal or release since the commencement of the then-current fiscal year of the Issuer, as set forth in the certificates furnished delivered pursuant to Section 11.1(cclause (i) above and this Section 11.1(dclause (ii), is ten percent (10% %) or more of the Note Balanceprincipal amount of the Notes Outstanding, but such a certificate need not be furnished with respect to any property or securities so deposited deposited, if the fair value thereof to the Issuer as set forth in the related Issuer’s Officer's Certificate is less than $25,000 or less than one percent (1% %) of the Note Balanceprincipal amount of the Notes Outstanding. (eiii) Whenever any property or securities are to be released from the lien of this Indenture, the Issuer shall also furnish to the Indenture Trustee an Issuer’s Officer's Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) 90 days of such release) of the property or securities proposed to be released and stating that in the opinion of such person the proposed release will not impair the security under this Indenture in contravention of the provisions hereof. (fiv) Whenever the Issuer is required to furnish to the Indenture Trustee an Issuer’s Officer's Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(e)clause (iii) above, the Issuer shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property, other than property as contemplated by Section 11.1(gclause (v) below or securities released from the lien of this Indenture since the commencement of the then-current calendar year, as set forth in the certificates required by Section 11.1(eclause (iii) above and this Section 11.1(fclause (iv), is equals ten percent (10% %) or more of the Note Balanceprincipal amount of the Notes Outstanding, but such a certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related Issuer’s Officer's Certificate is less than $25,000 or less than one percent (1% %) of the Note Balanceprincipal amount of the then Outstanding Notes. (gv) Notwithstanding Section 2.10 or any other provisions of this Section 11.1, the Issuer may, without compliance with the requirements of the other provisions of this Section 11.1, (iA) collect, liquidate, sell or otherwise dispose of Receivables and Financed Vehicles as and to the extent permitted or required by the Transaction Basic Documents and (iiB) make cash payments out of the Trust Accounts as and to the extent permitted or required by the Transaction Basic Documents.

Compliance Certificates and Opinions, etc. (a) Upon any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Issuer shall furnish to the Indenture Trustee (i) an IssuerOfficer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, with and (ii) an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent, if any, have been complied with and (iii) (if required by the TIA) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section 11.1with, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished. (b) . Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: (i) a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and; (iv) a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with.; and (cv) if the signatory of such certificate or opinion is required to be Independent, the statement required by the definition of the term “Independent Certificate.” (b) (i) Prior to the deposit of any Collateral or other property or securities with the Indenture Trustee that is to be made the basis for the release of any property or securities subject to the lien of this Indenture, the Issuer shall, in addition to any obligation imposed in Section 11.1(a10.01(a) or elsewhere in this Indenture, deliver furnish to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) 90 days of prior to such deposit) to the Issuer of the Collateral or other property or securities to be so deposited. (d) Whenever the Issuer is required to furnish to the Indenture Trustee an Issuer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(c), the Issuer shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters if the fair value to the Issuer of the property or securities to be so deposited and of all other a report from a nationally recognized accounting firm verifying such property or securities made the basis of any such withdrawal or release since the commencement of the then-current fiscal year of the Issuer, as set forth in the certificates furnished pursuant to Section 11.1(c) and this Section 11.1(d), is 10% or more of the Note Balance, but such a certificate need not be furnished with respect to any property or securities so deposited if the fair value thereof to the Issuer as set forth in the related Issuer’s Certificate is less than $25,000 or less than 1% of the Note Balancevalue. (e) Whenever any property or securities are to be released from the lien of this Indenture, the Issuer shall also furnish to the Indenture Trustee an Issuer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) days of such release) of the property or securities proposed to be released and stating that in the opinion of such person the proposed release will not impair the security under this Indenture in contravention of the provisions hereof. (f) Whenever the Issuer is required to furnish to the Indenture Trustee an Issuer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(e), the Issuer shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property, other than property as contemplated by Section 11.1(g) or securities released from the lien of this Indenture since the commencement of the then-current calendar year, as set forth in the certificates required by Section 11.1(e) and this Section 11.1(f), is 10% or more of the Note Balance, but such a certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related Issuer’s Certificate is less than $25,000 or less than 1% of the Note Balance. (g) Notwithstanding Section 2.10 or any other provisions of this Section 11.1, the Issuer may, without compliance with the requirements of the other provisions of this Section 11.1, (i) collect, liquidate, sell or otherwise dispose of Receivables and Financed Vehicles as and to the extent permitted or required by the Transaction Documents and (ii) make cash payments out of the Trust Accounts as and to the extent permitted or required by the Transaction Documents.

Compliance Certificates and Opinions, etc. (a) Upon ------------------------------------------ any application or request by the Note Issuer to the Indenture Note Trustee to take any action under any provision of this Indenture, the Note Issuer shall furnish to the Indenture Note Trustee (i) an Issuer’s Officer's Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, (ii) an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent, if any, have been complied with and (iii) (if required by the TIA) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section 11.1Section, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished. (b) . Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: (i) a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with. (ci) Prior to the deposit of any Collateral or other property or securities with the Indenture Note Trustee that is to be made the basis for the release of any property or securities subject to the lien of this Indenture, the Note Issuer shall, in addition to any obligation imposed in Section 11.1(a11.01(a) or elsewhere in this Indenture, deliver furnish to the Indenture Note Trustee an Issuer’s Officer's Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) 90 days of such deposit) to the Note Issuer of the Collateral or other property or securities to be so deposited. (dii) Whenever the Note Issuer is required to furnish to the Indenture Note Trustee an Issuer’s Officer's Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(c)clause (i) above, the Note Issuer shall also furnish deliver to the Indenture Note Trustee an Independent Certificate as to the same matters matters, if the fair value to the Note Issuer of the property or securities to be so deposited and of all other such property or securities made the basis of any such withdrawal or release since the commencement of the then-current fiscal year of the Note Issuer, as set forth in the certificates furnished delivered pursuant to Section 11.1(cclause (i) above and this Section 11.1(dclause (ii), is 10% ten percent or more of the Note BalanceOutstanding Amount of the Notes of all Series, but such a certificate need not be furnished with respect to any property or securities so deposited deposited, if the fair value thereof to the Note Issuer as set forth in the related Issuer’s Officer's Certificate is less than $25,000 or less than 1% one percent of the Note BalanceOutstanding Amount of the Notes of all Series. (eiii) Whenever any property or securities are to be released from the lien of this IndentureIndenture other than pursuant to Section 8.02(d), the Note Issuer shall also furnish to the Indenture Note Trustee an Issuer’s Officer's Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) 90 days of such release) of the property or securities proposed to be released and stating that in the opinion of such person the proposed release will not impair the security under this Indenture in contravention of the provisions hereof. (fiv) Whenever the Note Issuer is required to furnish to the Indenture Note Trustee an Issuer’s Officer's Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(e)clause (iii) above, the Note Issuer shall also furnish to the Indenture Note Trustee an Independent Certificate as to the same matters if the fair value of the property or securities and of all other propertyproperty with respect to such Series, other than property as contemplated by Section 11.1(g) or securities released from the lien of this Indenture (other than pursuant to Section 8.02(d) hereof) since the commencement of the then-current calendar year, as set forth in the certificates required by Section 11.1(eclause (iii) above and this Section 11.1(fclause (iv), is 10% equals 10 percent or more of the Note BalanceOutstanding Amount of the Notes of all Series, but such a certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related Issuer’s Officer's Certificate is less than $25,000 or less than 1% one percent of the Note Balancethen Outstanding Amount of the Notes of all Series. (gv) Notwithstanding Section 2.10 2.11 or any other provisions provision of this Section 11.1Section, the Note Issuer may, without compliance with the requirements of the other provisions of this Section 11.1, may (iA) collect, liquidate, sell or otherwise dispose of Receivables the Transition Property and Financed Vehicles the FTA Charges as and to the extent permitted or required by the Transaction Basic Documents and (iiB) make cash payments out of the Trust Accounts Collection Account as and to the extent permitted or required by the Transaction Basic Documents.

Compliance Certificates and Opinions, etc. (a) Upon any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Issuer shall furnish to the Indenture Trustee and to the Credit Enhancer (i) an Issuer’s Officer's Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, with and (ii) an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent, if any, have been complied with and (iii) (if required by the TIA) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section 11.1with, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished. (b) . Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: (i1) a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto; (ii2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii3) a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and; (iv4) a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with; and (5) if the signer of such certificate or Opinion is required to be Independent, the statement required by the definition of the term "Independent". (cb) (i) Prior to the deposit of any Collateral or other property or securities with the Indenture Trustee that is to be made the basis for the release of any property or securities subject to the lien of this Indenture, the Issuer shall, in addition to any obligation imposed in Section 11.1(a10.01(a) or elsewhere in this Indenture, deliver furnish to the Indenture Trustee an Issuer’s Officer's Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) 90 days of such deposit) to the Issuer of the Collateral or other property or securities to be so deposited. (d) Whenever the Issuer is required to furnish to the Indenture Trustee an Issuer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(c), the Issuer shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters if the fair value to the Issuer of the property or securities to be so deposited and of all other such property or securities made the basis of any such withdrawal or release since the commencement of the then-current fiscal year of the Issuer, as set forth in the certificates furnished pursuant to Section 11.1(c) and this Section 11.1(d), is 10% or more of the Note Balance, but such a certificate need not be furnished with respect to any property or securities so deposited if the fair value thereof to the Issuer as set forth in the related Issuer’s Certificate is less than $25,000 or less than 1% of the Note Balance. (e) Whenever any property or securities are to be released from the lien of this Indenture, the Issuer shall also furnish to the Indenture Trustee an Issuer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) days of such release) of the property or securities proposed to be released and stating that in the opinion of such person the proposed release will not impair the security under this Indenture in contravention of the provisions hereof. (f) Whenever the Issuer is required to furnish to the Indenture Trustee an Issuer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(e), the Issuer shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property, other than property as contemplated by Section 11.1(g) or securities released from the lien of this Indenture since the commencement of the then-current calendar year, as set forth in the certificates required by Section 11.1(e) and this Section 11.1(f), is 10% or more of the Note Balance, but such a certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related Issuer’s Certificate is less than $25,000 or less than 1% of the Note Balance. (g) Notwithstanding Section 2.10 or any other provisions of this Section 11.1, the Issuer may, without compliance with the requirements of the other provisions of this Section 11.1, (i) collect, liquidate, sell or otherwise dispose of Receivables and Financed Vehicles as and to the extent permitted or required by the Transaction Documents and (ii) make cash payments out of the Trust Accounts as and to the extent permitted or required by the Transaction Documents.

Compliance Certificates and Opinions, etc. (a) Upon any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Issuer shall furnish to the Indenture Trustee (i) an IssuerOfficer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, (ii) an Opinion of Counsel stating that, that in the opinion of such counsel, counsel the proposed action is authorized or permitted and all such conditions precedent, if any, have been complied with and (iii) (if required by the TIATrust Indenture Act) an Independent Certificate from a firm of certified registered public accountants meeting the applicable requirements of this Section 11.110.01, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished. (b) . Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: (i) a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with. (cb) Prior to the deposit of any Securitization Bond Collateral or other property or securities with the Indenture Trustee that is to be made the basis for the release of any property or securities subject to the lien Lien of this Indenture, the Issuer shall, in addition to any obligation imposed in Section 11.1(a10.01(a) or elsewhere in this Indenture, deliver furnish to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) days of such deposit) to the Issuer of the Securitization Bond Collateral or other property or securities to be so deposited. (dc) Whenever the Issuer is required to furnish to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(c10.01(b), the Issuer shall also furnish deliver to the Indenture Trustee an Independent Certificate as to the same matters matters, if the fair value to the Issuer of the property or securities to be so deposited and of all other such property or securities made the basis of any such withdrawal or release since the commencement of the then-current fiscal year of the Issuer, as set forth in the certificates furnished delivered pursuant to Section 11.1(c10.01(b) and this Section 11.1(d10.01(c), is ten (10% ) percent or more of the Note BalanceOutstanding Amount of the Securitization Bonds, but such a certificate need not be furnished with respect to any property or securities so deposited deposited, if the fair value thereof to the Issuer as set forth in the related IssuerOfficer’s Certificate is less than the lesser of (A) $25,000 or less than (B) one (1% ) percent of the Note BalanceOutstanding Amount of the Securitization Bonds. (ed) Whenever any property or securities are to be released from the lien Lien of this IndentureIndenture other than pursuant to Section 8.02(e), the Issuer shall also furnish to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) days of such release) of the property or securities proposed to be released and stating that in the opinion of such person the proposed release will not impair the security under this Indenture in contravention of the provisions hereof. (fe) Whenever the Issuer is required to furnish to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of any signer signatory thereof as to the matters described in Section 11.1(e10.01(d), the Issuer shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters if the fair value of the property or securities and of all other propertywith respect thereto, other than property as contemplated by Section 11.1(g) or securities released from the lien Lien of this Indenture (other than pursuant to Section 8.02(e)) since the commencement of the then-current calendar year, as set forth in the certificates required by Section 11.1(e10.01(d) and this Section 11.1(f10.01(e), is equals ten (10% ) percent or more of the Note BalanceOutstanding Amount of the Securitization Bonds, but such a certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related IssuerOfficer’s Certificate is less than the lesser of (A) $25,000 or less than (B) one (1% ) percent of the Note Balancethen Outstanding Amount of the Securitization Bonds. (gf) Notwithstanding Section 2.10 or any other provisions provision of this Section 11.110.01, the Issuer may, without compliance with the requirements of the other provisions of this Section 11.1, Indenture Trustee may (iA) collect, liquidate, sell or otherwise dispose of Receivables the Securitization Property and Financed Vehicles the other Securitization Bond Collateral as and to the extent permitted or required by the Transaction Basic Documents and (iiB) make cash payments out of the Trust Accounts as and to the extent permitted or required by the Transaction Basic Documents.

Compliance Certificates and Opinions, etc. (a) Upon any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Issuer shall furnish to the Indenture Trustee (i) an IssuerOfficer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, (ii) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent, if any, have been complied with and (iii) (if required by the TIA) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section 11.1, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished. (b) . Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: (i) a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with. (cb) Prior to the deposit of any Collateral or other property or securities with the Indenture Trustee that is to be made the basis for the release of any property or securities subject to the lien of this Indenture, the Issuer shall, in addition to any obligation imposed in Section 11.1(a) or elsewhere in this Indenture, deliver to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) days of such deposit) to the Issuer of the Collateral or other property or securities to be so deposited. (dc) Whenever the Issuer is required to furnish to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(c11.1(b), the Issuer shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters if the fair value to the Issuer of the property or securities to be so deposited and of all other such property or securities made the basis of any such withdrawal or release since the commencement of the then-current fiscal year of the Issuer, as set forth in the certificates furnished pursuant to Section 11.1(c11.1(b) and this Section 11.1(d11.1(c), is 10% or more of the Note Balance, but such a certificate need not be furnished with respect to any property or securities so deposited if the fair value thereof to the Issuer as set forth in the related IssuerOfficer’s Certificate is less than $25,000 or less than 1% of the Note Balance. (ed) Whenever any property or securities are to be released from the lien of this Indenture, the Issuer shall also furnish to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) days of such release) of the property or securities proposed to be released and stating that in the opinion of such person the proposed release will not impair the security under this Indenture in contravention of the provisions hereof. (fe) Whenever the Issuer is required to furnish to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(e11.1(d), the Issuer shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property, other than property as contemplated by Section 11.1(g11.1(f) or securities released from the lien of this Indenture since the commencement of the then-current calendar year, as set forth in the certificates required by Section 11.1(e11.1(d) and this Section 11.1(f11.1(e), is 10% or more of the Note Balance, but such a certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related IssuerOfficer’s Certificate is less than $25,000 or less than 1% of the Note Balance. (gf) Notwithstanding Section 2.10 or any other provisions of this Section 11.1, the Issuer may, without compliance with the requirements of the other provisions of this Section 11.1, (i) collect, liquidate, sell or otherwise dispose of Receivables and Financed Vehicles as and to the extent permitted or required by the Transaction Documents and (ii) make cash payments out of the Trust Accounts as and to the extent permitted or required by the Transaction Documents.

Compliance Certificates and Opinions, etc. (a) Upon any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Issuer shall furnish to the Indenture Trustee (i) an Issuer’s Officer's Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, (ii) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent, if any, have been complied with and (iii) (if required by the TIA) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section 11.1, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished. (b) . Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: (i) a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with. (cb) Prior to the deposit of any Collateral or other property or securities with the Indenture Trustee that is to be made the basis for the release of any property or securities subject to the lien of this Indenture, the Issuer shall, in addition to any obligation imposed in Section 11.1(a) or elsewhere in this Indenture, deliver to the Indenture Trustee an Issuer’s Officer's Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) days of such deposit) to the Issuer of the Collateral or other property or securities to be so deposited. (dc) Whenever the Issuer is required to furnish to the Indenture Trustee an Issuer’s Officer's Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(c11.1(b), the Issuer shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters if the fair value to the Issuer of the property or securities to be so deposited and of all other such property or securities made the basis of any such withdrawal or release since the commencement of the then-current fiscal year of the Issuer, as set forth in the certificates furnished pursuant to Section 11.1(c11.1(b) and this Section 11.1(d11.1(c), is 10% or more of the Note Balance, but such a certificate need not be furnished with respect to any property or securities so deposited if the fair value thereof to the Issuer as set forth in the related Issuer’s Officer's Certificate is less than $25,000 or less than 1% of the Note Balance. (ed) Whenever any property or securities are to be released from the lien of this Indenture, the Issuer shall also furnish to the Indenture Trustee an Issuer’s Officer's Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) days of such release) of the property or securities proposed to be released and stating that in the opinion of such person the proposed release will not impair the security under this Indenture in contravention of the provisions hereof. (fe) Whenever the Issuer is required to furnish to the Indenture Trustee an Issuer’s Officer's Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(e11.1(d), the Issuer shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property, other than property as contemplated by Section 11.1(g11.1(f) or securities released from the lien of this Indenture since the commencement of the then-current calendar year, as set forth in the certificates required by Section 11.1(e11.1(d) and this Section 11.1(f11.1(e), is 10% or more of the Note Balance, but such a certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related Issuer’s Officer's Certificate is less than $25,000 or less than 1% of the Note Balance. (gf) Notwithstanding Section 2.10 or any other provisions of this Section 11.1, the Issuer may, without compliance with the requirements of the other provisions of this Section 11.1, (i) collect, liquidate, sell or otherwise dispose of Receivables and Financed Vehicles as and to the extent permitted or required by the Transaction Documents and (ii) make cash payments out of the Trust Accounts as and to the extent permitted or required by the Transaction Documents.

Compliance Certificates and Opinions, etc. (a) Upon any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Issuer shall furnish to the Indenture Trustee (i) an IssuerOfficer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, (ii) an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent, if any, have been complied with and (iii) (if required by the TIATIA and except in the case of a full redemption under Section 10.01) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section 11.1Section, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished. (b) . Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: (i) a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with. (ci) Prior to the deposit of any Collateral or other property or securities with the Indenture Trustee that is to be made the basis for the release of any property or securities subject to the lien of this Indenture, the Issuer shall, in addition to any obligation imposed in Section 11.1(a11.01 (a) or elsewhere in this Indenture, deliver furnish to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) 90 days of such deposit) to the Issuer of the Collateral or other property or securities to be so deposited. (dii) Whenever the Issuer is required to furnish to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(c)clause (i) above, the Issuer shall also furnish deliver to the Indenture Trustee an Independent Certificate as to the same matters matters, if the fair value to the Issuer of the property or securities to be so deposited and of all other such property or securities made the basis of any such withdrawal or release since the commencement of the then-current fiscal year of the Issuer, as set forth in the certificates furnished delivered pursuant to Section 11.1(cclause (i) above and this Section 11.1(dclause (ii), is 10% or more of the Note BalanceOutstanding Amount, but such a certificate need not be furnished with respect to any property or securities so deposited deposited, if the fair value thereof to the Issuer as set forth in the related IssuerOfficer’s Certificate is less than $25,000 or less than 1% one percent of the Note BalanceOutstanding Amount of the Notes. (eiii) Whenever Other than with respect to any release described in clause (A) or (B) of Section 11.01(b)(v), whenever any property or securities are to be released from the lien of this Indenture, the Issuer shall also furnish to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) 90 days of such release) of the property or securities proposed to be released and stating that in the opinion of such person the proposed release will not impair the security under this Indenture in contravention of the provisions hereof. (fiv) Whenever the Issuer is required to furnish to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(e)clause (iii) above, the Issuer shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property, property (other than property as contemplated by Section 11.1(gdescribed in clauses (A) or securities (B) of Section 11.01 (b)(v)) released from the lien of this Indenture since the commencement of the then-current calendar year, as set forth in the certificates required by Section 11.1(eclause (iii) above and this Section 11.1(fclause (iv), is equals 10% or more of the Note BalanceOutstanding Amount, but such a certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related IssuerOfficer’s Certificate is less than $25,000 or less than 1% one percent of the Note Balancethen Outstanding Amount. (gv) Notwithstanding Section 2.10 2.12 or any other provisions provision of this Section 11.1Section, the Issuer may, without compliance with the requirements of the other provisions of this Section 11.1Section, (iA) collect, liquidate, sell or otherwise dispose of Receivables and Financed Vehicles as and to the extent permitted or required by the Transaction Basic Documents and (iiB) make cash payments out of the Trust Accounts as and to the extent permitted or required by the Transaction Basic Documents, so long as the Issuer shall deliver to the Indenture Trustee every six months, commencing no later than December 15, 2013 an Officer’s Certificate of the Issuer stating that all the dispositions of Collateral described in clauses (A) and (B) above that occurred during the preceding six calendar months or shorter period in the case of the first such Officer’s Certificate were in the ordinary course of the Issuer’s business and that the proceeds thereof were applied in accordance with the Basic Documents.

Compliance Certificates and Opinions, etc. (a) Upon any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Issuer shall furnish to the Indenture Trustee (i) an IssuerOfficer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, (ii) an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent, if any, have been complied with with, and (iii) (if required by Section 11.01(b)(i) or the TIA) , an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section 11.1Certificate, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished. (b) . Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: (i) a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with. (cb) Prior to the deposit of any Collateral or other property or securities with the Indenture Trustee that is to be made the basis for the release of any property or securities subject to the lien of this Indenture, the Issuer shall, in addition to any obligation imposed in Section 11.1(a11.01(a) or elsewhere in this Indenture, deliver to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of each person individual signing such certificate as to the fair value (within ninety (90) 90 days of such deposit) to the Issuer of the Collateral or other property or securities to be so deposited. (di) Whenever the Issuer is required to furnish to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(c11.01(b), the Issuer shall also furnish deliver to the Indenture Trustee an Independent Certificate as to the same matters matters, if the fair value to the Issuer of the property or securities to be so deposited and of all other such property or securities made the basis of any such withdrawal or release since the commencement of the then-current fiscal year of the Issuer, as set forth in the certificates furnished pursuant to Section 11.1(c) and this Section 11.1(d), Issuer is 10% or more of the Note BalanceBalance of all Notes, but such a certificate need not be furnished with respect to any property or securities so deposited deposited, if the fair value thereof to the Issuer as set forth in the related IssuerOfficer’s Certificate is less than $25,000 or less than 1% of the Note BalanceBalance of all Notes. (eii) Whenever Other than with respect to any release described in clause (A) or (B) of Section 11.01(b)(iv), whenever any property or securities are to be released from the lien of this Indenture, the Issuer shall also furnish to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) as of a date no more than 30 days of prior to such release) of the property or securities proposed to be released and stating that in the opinion of such person person, the proposed release will not impair the security under this Indenture in contravention of the provisions hereof. (fiii) Whenever the Issuer is required to furnish to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(e)clause (ii) above, the Issuer shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property, other than property as contemplated by Section 11.1(g) 11.01(b)(iv), or securities released from the lien of this Indenture since the commencement of the then-current calendar year, as set forth in the certificates required by Section 11.1(eclause (ii) above and this Section 11.1(fclause (iii), is equals 10% or more of the Note BalanceBalance of all Notes, but such a certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related IssuerOfficer’s Certificate is less than $25,000 or less than 1% of the Note BalanceBalance at the time of such release. (giv) Notwithstanding Section 2.10 4.04 or any other provisions provision of this Section 11.1Section, the Issuer may, without compliance with the requirements of the other provisions of this Section 11.1Section, (iA) collect, liquidate, sell or otherwise dispose of Receivables and Financed Vehicles as and to the extent permitted or required by the Transaction Basic Documents (including in connection with payment of the Purchase Amount therefor to the Issuer) and (iiB) make cash payments out of the Trust Accounts as and to the extent permitted or required by the Transaction Basic Documents.

Compliance Certificates and Opinions, etc. (a) Upon any application or request by the Bond Issuer to the Indenture Bond Trustee to take any action under any provision of this Bond Indenture, the Bond Issuer shall furnish to the Indenture Bond Trustee (i) an IssuerOfficer’s Certificate stating that all conditions precedent, if any, provided for in this Bond Indenture relating to the proposed action have been complied with, (ii) an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent, if any, have been complied with and (iii) (if required by the TIATrust Indenture Act) an Independent Certificate from a firm of certified registered public accountants meeting the applicable requirements of this Section 11.111.01, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Bond Indenture, no additional certificate or opinion need be furnished. (b) . Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Bond Indenture shall include: (i) a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with. (cb) (i) Prior to the deposit of any Collateral or other property or securities with the Indenture Bond Trustee that is to be made the basis for the release of any property or securities subject to the lien Lien of this Bond Indenture, the Bond Issuer shall, in addition to any obligation imposed in Section 11.1(a11.01(a) or elsewhere in this Bond Indenture, deliver furnish to the Indenture Bond Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) 90 days of such deposit) to the Bond Issuer of the Collateral or other property or securities to be so deposited. (d) Whenever the Issuer is required to furnish to the Indenture Trustee an Issuer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(c), the Issuer shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters if the fair value to the Issuer of the property or securities to be so deposited and of all other such property or securities made the basis of any such withdrawal or release since the commencement of the then-current fiscal year of the Issuer, as set forth in the certificates furnished pursuant to Section 11.1(c) and this Section 11.1(d), is 10% or more of the Note Balance, but such a certificate need not be furnished with respect to any property or securities so deposited if the fair value thereof to the Issuer as set forth in the related Issuer’s Certificate is less than $25,000 or less than 1% of the Note Balance. (e) Whenever any property or securities are to be released from the lien of this Indenture, the Issuer shall also furnish to the Indenture Trustee an Issuer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) days of such release) of the property or securities proposed to be released and stating that in the opinion of such person the proposed release will not impair the security under this Indenture in contravention of the provisions hereof. (f) Whenever the Issuer is required to furnish to the Indenture Trustee an Issuer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(e), the Issuer shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property, other than property as contemplated by Section 11.1(g) or securities released from the lien of this Indenture since the commencement of the then-current calendar year, as set forth in the certificates required by Section 11.1(e) and this Section 11.1(f), is 10% or more of the Note Balance, but such a certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related Issuer’s Certificate is less than $25,000 or less than 1% of the Note Balance. (g) Notwithstanding Section 2.10 or any other provisions of this Section 11.1, the Issuer may, without compliance with the requirements of the other provisions of this Section 11.1, (i) collect, liquidate, sell or otherwise dispose of Receivables and Financed Vehicles as and to the extent permitted or required by the Transaction Documents and (ii) make cash payments out of the Trust Accounts as and to the extent permitted or required by the Transaction Documents.

Compliance Certificates and Opinions, etc. (a) Upon any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Issuer shall furnish to the Indenture Trustee (i) an IssuerOfficer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, (ii) an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent, if any, have been complied with and (iii) (if required by the TIATIA and except in the case of a full redemption under Section 10.01) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section 11.1Section, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished. (b) . Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: (i) a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with. (ci) Prior to the deposit of any Collateral or other property or securities with the Indenture Trustee that is to be made the basis for the release of any property or securities subject to the lien of this Indenture, the Issuer shall, in addition to any obligation imposed in Section 11.1(a11.01 (a) or elsewhere in this Indenture, deliver furnish to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) 90 days of such deposit) to the Issuer of the Collateral or other property or securities to be so deposited. (dii) Whenever the Issuer is required to furnish to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(c)clause (i) above, the Issuer shall also furnish deliver to the Indenture Trustee an Independent Certificate as to the same matters matters, if the fair value to the Issuer of the property or securities to be so deposited and of all other such property or securities made the basis of any such withdrawal or release since the commencement of the then-current fiscal year of the Issuer, as set forth in the certificates furnished delivered pursuant to Section 11.1(cclause (i) above and this Section 11.1(dclause (ii), is 10% or more of the Note BalanceOutstanding Amount, but such a certificate need not be furnished with respect to any property or securities so deposited deposited, if the fair value thereof to the Issuer as set forth in the related IssuerOfficer’s Certificate is less than $25,000 or less than 1% one percent of the Note BalanceOutstanding Amount of the Notes. (eiii) Whenever Other than with respect to any release described in clause (A) or (B) of Section 11.01(b)(v), whenever any property or securities are to be released from the lien of this Indenture, the Issuer shall also furnish to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) 90 days of such release) of the property or securities proposed to be released and stating that in the opinion of such person the proposed release will not impair the security under this Indenture in contravention of the provisions hereof. (fiv) Whenever the Issuer is required to furnish to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(e)clause (iii) above, the Issuer shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property, property (other than property as contemplated by Section 11.1(gdescribed in clauses (A) or securities (B) of Section 11.01 (b)(v)) released from the lien of this Indenture since the commencement of the then-current calendar year, as set forth in the certificates required by Section 11.1(eclause (iii) above and this Section 11.1(fclause (iv), is equals 10% or more of the Note BalanceOutstanding Amount, but such a certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related IssuerOfficer’s Certificate is less than $25,000 or less than 1% one percent of the Note Balancethen Outstanding Amount. (gv) Notwithstanding Section 2.10 2.12 or any other provisions provision of this Section 11.1Section, the Issuer may, without compliance with the requirements of the other provisions of this Section 11.1Section, (iA) collect, liquidate, sell or otherwise dispose of Receivables and Financed Vehicles as and to the extent permitted or required by the Transaction Basic Documents and (iiB) make cash payments out of the Trust Accounts as and to the extent permitted or required by the Transaction Basic Documents, so long as the Issuer shall deliver to the Indenture Trustee every six months, commencing no later than December 15, 2015, an Officer’s Certificate of the Issuer stating that all the dispositions of Collateral described in clauses (A) and (B) above that occurred during the preceding six calendar months or shorter period in the case of the first such Officer’s Certificate were in the ordinary course of the Issuer’s business and that the proceeds thereof were applied in accordance with the Basic Documents.

Compliance Certificates and Opinions, etc. (a) Upon any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Issuer shall furnish to the Indenture Trustee and the Rating Agencies (i) an Issuer’s Officers’ Certificate of the Issuer stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, (ii) an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent, if any, have been complied with and (iii) (if required by the TIA) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section 11.1Section, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished. (b) . Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture indenture shall include: (i) a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with. (ci) Prior to the deposit of any Collateral or other property or securities with the Indenture Trustee that is to be made the basis for the release of any property or securities subject to the lien of this Indenture, the Issuer shall, in addition to any obligation imposed in Section 11.1(a) or elsewhere in this Indenture, deliver furnish to the Indenture Trustee and the Rating Agencies an Issuer’s Officers’ Certificate of the Issuer certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) 90 days of such deposit) to the Issuer of the Collateral or other property or securities to be so deposited. (dii) Whenever the Issuer is required to furnish to the Indenture Trustee and the Rating Agencies an Issuer’s Officers’ Certificate of the Issuer certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(c)clause (i) above, the Issuer shall also furnish deliver to the Indenture Trustee an Independent Certificate as to the same matters matters, if the fair value to the Issuer of the property or securities to be so deposited and of all other such property or securities made the basis of any such withdrawal or release since the commencement of the then-current fiscal year of the Issuer, as set forth in the certificates furnished delivered pursuant to Section 11.1(cclause (i) above and this Section 11.1(dclause (ii), is 10% or more of the Note BalanceOutstanding Amount of the Notes, but such a certificate need not be furnished with respect to any property or securities so deposited deposited, if the fair value thereof to the Issuer as set forth in the related Issuer’s Officers’ Certificate is less than $25,000 or less than 1% one percent of the Note BalanceOutstanding Amount of the Notes. (eiii) Whenever Other than any property released as contemplated by clause (v) below, whenever any property or securities are to be released from the lien of this Indenture, the Issuer shall also furnish to the Indenture Trustee an Issuer’s Officers’ Certificate of the Issuer certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) 90 days of such release) of the property or securities proposed to be released and stating that in the opinion of such person the proposed release will not impair the security under this Indenture in contravention of the provisions hereof. (fiv) Whenever the Issuer is required to furnish to the Indenture Trustee an Issuer’s Officers’ Certificate of the Issuer certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(e)clause (iii) above, the Issuer shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property, other than property as contemplated by Section 11.1(gclause (v) below, or securities released from the lien of this Indenture since the commencement of the then-current calendar year, as set forth in the certificates required by Section 11.1(eclause (iii) above and this Section 11.1(fclause (iv), is equals 10% or more of the Note BalanceOutstanding Amount of the Notes, but such a certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related Issuer’s Officers’ Certificate is less than $25,000 or less than 1% one percent of the Note Balancethen Outstanding Amount of the Notes. (gv) Notwithstanding Section 2.10 2.9 or any other provisions provision of this Section 11.1Section, the Issuer may, without compliance with the requirements of the other provisions of this Section 11.1Section, (iA) collect, liquidate, sell or otherwise dispose of Receivables and Financed Vehicles Trust Student Loans as and to the extent permitted or required by the Transaction Documents and Basic Documents, (iiB) make cash payments out of the Trust Accounts as and to the extent permitted or required by the Transaction Basic Documents and (C) convey to the Depositor, the Servicer or another eligible lender those specified Trust Student Loans as and to the extent permitted or required by and in accordance with Section 8.4(c) hereof and Section 6 of the Sale Agreement, Section 3.5 of the Servicing Agreement or Section 3.11E of the Servicing Agreement, respectively, so long as the Issuer shall deliver to the Indenture Trustee every six months, commencing December 31, 2005, an Officers’ Certificate of the Issuer stating that all the dispositions of Collateral described in clauses (A), (B) or (C) above that occurred during the immediately preceding six calendar months were in the ordinary course of the Issuer’s business and that the proceeds thereof were applied in accordance with the Basic Documents.

Compliance Certificates and Opinions, etc. (a) Upon any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Issuer shall furnish to the Indenture Trustee (i) an IssuerOfficer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, (ii) an Opinion of Counsel stating that, that in the opinion of such counsel, counsel the proposed action is authorized or permitted and all such conditions precedent, if any, have been complied with and (iii) (if required by the TIATrust Indenture Act) an Independent Certificate from a firm of certified registered public accountants meeting the applicable requirements of this Section 11.110.01, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished. (b) . Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: (i) a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with. (cb) Prior to the deposit of any Environmental Trust Bond Collateral or other property or securities with the Indenture Trustee that is to be made the basis for the release of any property or securities subject to the lien Lien of this Indenture, the Issuer shall, in addition to any obligation imposed in Section 11.1(a10.01(a) or elsewhere in this Indenture, deliver furnish to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) days of such deposit) to the Issuer of the Environmental Trust Bond Collateral or other property or securities to be so deposited. (dc) Whenever the Issuer is required to furnish to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(c10.01(b), the Issuer shall also furnish deliver to the Indenture Trustee an Independent Certificate as to the same matters matters, if the fair value to the Issuer of the property or securities to be so deposited and of all other such property or securities made the basis of any such withdrawal or release since the commencement of the then-current fiscal year of the Issuer, as set forth in the certificates furnished delivered pursuant to Section 11.1(c10.01(b) and this Section 11.1(d10.01(c), is 10% ten percent or more of the Note BalanceOutstanding Amount of the Environmental Trust Bonds, but such a certificate need not be furnished with respect to any property or securities so deposited deposited, if the fair value thereof to the Issuer as set forth in the related IssuerOfficer’s Certificate is less than the lesser of (A) $25,000 or less than 1% (B) one percent of the Note BalanceOutstanding Amount of the Environmental Trust Bonds. (ed) Whenever any property or securities are to be released from the lien Lien of this IndentureIndenture other than pursuant to Section 8.02(e), the Issuer shall also furnish to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) days of such release) of the property or securities proposed to be released and stating that in the opinion of such person the proposed release will not impair the security under this Indenture in contravention of the provisions hereof. (fe) Whenever the Issuer is required to furnish to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of any signer signatory thereof as to the matters described in Section 11.1(e10.01(d), the Issuer shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters if the fair value of the property or securities and of all other propertywith respect thereto, other than property as contemplated by Section 11.1(g) or securities released from the lien Lien of this Indenture (other than pursuant to Section 8.02(e)) since the commencement of the then-current calendar year, as set forth in the certificates required by Section 11.1(e10.01(d) and this Section 11.1(f10.01(e), is 10% equals 10 percent or more of the Note BalanceOutstanding Amount of the Environmental Trust Bonds, but such a certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related IssuerOfficer’s Certificate is less than the lesser of (A) $25,000 or less than 1% (B) one percent of the Note Balancethen Outstanding Amount of the Environmental Trust Bonds. (gf) Notwithstanding Section 2.10 or any other provisions provision of this Section 11.110.01, the Issuer may, without compliance with the requirements of the other provisions of this Section 11.1, Indenture Trustee may (iA) collect, liquidate, sell or otherwise dispose of Receivables the Environmental Control Property and Financed Vehicles the other Environmental Trust Bond Collateral as and to the extent permitted or required by the Transaction Basic Documents and (iiB) make cash payments out of the Trust Accounts Collection Account as and to the extent permitted or required by the Transaction Basic Documents.

Compliance Certificates and Opinions, etc. (a) Upon any application or request by the Issuer to the Indenture Trustee or the Trust Collateral Agent to take any action under any provision of this Indenture, the Issuer shall furnish to the Indenture Trustee (i) Trustee, or the Trust Collateral Agent, as the case may be, if such request is made by the Issuer, an IssuerOfficer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, (ii) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent, if any, have been complied with and (iii) (if required by the TIA) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section 11.1, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished. (b) . Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: (i) a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iviii) a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with. (cb) Prior Other than with respect to the release of any Repurchased Loans or in the case of a redemption of the Notes pursuant to Section 10.1, prior to the deposit of any Collateral or other property or securities with the Indenture Trustee Trust Collateral Agent that is to be made the basis for the release of any property or securities subject to the lien of this Indenture, the Issuer shall, in addition to any obligation imposed in Section 11.1(a) or elsewhere in this Indenture, deliver furnish to the Indenture Trustee and the Trust Collateral Agent an IssuerOfficer’s Certificate certifying or stating the opinion of each person signing such certificate (which may be based upon a certification of the Seller or the Servicer) as to the fair value (within ninety (90) days of such deposit) to the Issuer of the Collateral or other property or securities to be so deposited. (dc) Whenever the Issuer is required to furnish to the Indenture Trustee and the Trust Collateral Agent an IssuerOfficer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(c)clause (b) above, the Issuer shall also furnish deliver to the Indenture Trustee and the Trust Collateral Agent an Independent Certificate as to the same matters matters, if the fair value to the Issuer of the property or securities to be so deposited and of all other such property or securities made the basis of any such withdrawal or release since the commencement of the then-current fiscal year of the Issuer, as set forth in the certificates furnished delivered pursuant to Section 11.1(cclause (b) above and this Section 11.1(dclause (c), is 10% or more of the Note BalanceOutstanding Amount of the Notes, but such a certificate need not be furnished with respect to any property or securities so deposited deposited, if the fair value thereof to the Issuer as set forth in the related IssuerOfficer’s Certificate is less than $25,000 or less than 1% of the Note Balance25,000. (ed) Whenever Other than with respect to the release of any Repurchased Loans or in the case of a redemption of the Notes pursuant to Section 10.1, or satisfaction of the Indenture pursuant to Section 4.1, whenever any property or securities are to be released from the lien Lien of this Indenture, the Issuer shall also furnish to the Trust Collateral Agent and the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) days of such release) of the property or securities proposed to be released and stating that in the opinion of such person the proposed release will not impair the security under this Indenture in contravention of the provisions hereof. (fe) Whenever the Issuer is required to furnish to the Trust Collateral Agent and the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(e)clause (d) above, the Issuer shall also furnish to the Trust Collateral Agent and the Indenture Trustee an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property, property other than property as contemplated by Section 11.1(g) Purchased Loans, or securities released from the lien Lien of this Indenture since the commencement of the then-then current calendar year, as set forth in the certificates required by Section 11.1(eclause (d) above and this Section 11.1(fclause (e), is equals 10% or more of the Note BalanceOutstanding Amount of the Notes, but such a certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related IssuerOfficer’s Certificate is less than $25,000 or less than 1% of the Note Balance25,000. (gf) Notwithstanding Section 2.10 2.9 or any other provisions provision of this Section 11.1Section, the Issuer may, without compliance with the requirements of the other provisions of this Section 11.1, delivering any Officer’s Certificates or Independent Certificates (iA) collect, liquidate, sell or otherwise dispose of Receivables and Financed Vehicles Contracts as and to the extent permitted or required by the Transaction Basic Documents and (iiB) instruct the Trust Collateral Agent to make cash payments out of the Trust Accounts as and to the extent permitted or required by the Transaction Basic Documents.

Compliance Certificates and Opinions, etc. (a) Upon any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Issuer shall furnish to the Indenture Trustee (i) an Issuer’s Officer's Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, (ii) an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent, if any, have been complied with and (iii) (if required by the TIA) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section 11.1, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished. (b) . Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: (iA) a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto; (iiB) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iiiC) a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and (ivD) a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with. (ci) Prior to the deposit of any Collateral or other property or securities with the Indenture Trustee that is to be made the basis for the release of any property or securities subject to the lien of this Indenture, the Issuer shall, in addition to any obligation imposed in Section 11.1(a) or elsewhere in this Indenture, deliver furnish to the Indenture Trustee an Issuer’s Officer's Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) days of such deposit) to the Issuer of the Collateral or other property or securities to be so deposited. (dii) Whenever the Issuer is required to furnish to the Indenture Trustee an Issuer’s Officer's Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(c)clause (i) above, the Issuer shall also furnish deliver to the Indenture Trustee an Independent Certificate as to the same matters matters, if the fair value to the Issuer of the property or securities to be so deposited and of all other such property or securities made the basis of any such withdrawal or release since the commencement of the then-current fiscal year of the Issuer, as set forth in the certificates furnished delivered pursuant to Section 11.1(cclause (i) above and this Section 11.1(dclause (ii), is ten percent (10% %) or more of the Note Balanceprincipal amount of the Notes Outstanding, but such a certificate need not be furnished with respect to any property or securities so deposited deposited, if the fair value thereof to the Issuer as set forth in the related Issuer’s Officer's Certificate is less than $25,000 or less than one percent (1% %) of the Note Balanceprincipal amount of the Notes Outstanding. (eiii) Whenever any property or securities are to be released from the lien of this Indenture, the Issuer shall also furnish to the Indenture Trustee an Issuer’s Officer's Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) days of such release) of the property or securities proposed to be released and stating that in the opinion of such person the proposed release will not impair the security under this Indenture in contravention of the provisions hereof. (fiv) Whenever the Issuer is required to furnish to the Indenture Trustee an Issuer’s Officer's Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(e)clause (iii) above, the Issuer shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property, other than property as contemplated by Section 11.1(gclause (v) below or securities released from the lien of this Indenture since the commencement of the then-current calendar year, as set forth in the certificates required by Section 11.1(eclause (iii) above and this Section 11.1(fclause (iv), is equals ten percent (10% %) or more of the Note Balanceprincipal amount of the Notes Outstanding, but such a certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related Issuer’s Officer's Certificate is less than $25,000 or less than one percent (1% %) of the Note Balanceprincipal amount of the Notes Outstanding. (gv) Notwithstanding Section 2.10 or any other provisions of this Section 11.1, the Issuer may, without compliance with the requirements of the other provisions of this Section 11.1, (iA) collect, liquidate, sell or otherwise dispose of Receivables and Financed Vehicles as and to the extent permitted or required by the Transaction Basic Documents and (iiB) make cash payments out of the Trust Accounts as and to the extent permitted or required by the Transaction Basic Documents.

Compliance Certificates and Opinions, etc. (a) Upon any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Issuer shall furnish to the Indenture Trustee (i) an Issuer’s Officer's Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, (ii) an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent, if any, have been complied with and (iii) (if required by the TIA) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section 11.1, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished. (b) . Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: (iA) a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto; (iiB) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iiiC) a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and (ivD) a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with. (cb) (i) Prior to the deposit of any Collateral or other property or securities with the Indenture Trustee that is to be made the basis for the release of any property or securities subject to the lien of this Indenture, the Issuer shall, in addition to any obligation imposed in Section 11.1(a) or elsewhere in this Indenture, deliver furnish to the Indenture Trustee an Issuer’s Officer's Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) days of such deposit) to the Issuer of the Collateral or other property or securities to be so deposited. (d) Whenever the Issuer is required to furnish to the Indenture Trustee an Issuer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(c), the Issuer shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters if the fair value to the Issuer of the property or securities to be so deposited and of all other such property or securities made the basis of any such withdrawal or release since the commencement of the then-current fiscal year of the Issuer, as set forth in the certificates furnished pursuant to Section 11.1(c) and this Section 11.1(d), is 10% or more of the Note Balance, but such a certificate need not be furnished with respect to any property or securities so deposited if the fair value thereof to the Issuer as set forth in the related Issuer’s Certificate is less than $25,000 or less than 1% of the Note Balance. (e) Whenever any property or securities are to be released from the lien of this Indenture, the Issuer shall also furnish to the Indenture Trustee an Issuer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) days of such release) of the property or securities proposed to be released and stating that in the opinion of such person the proposed release will not impair the security under this Indenture in contravention of the provisions hereof. (f) Whenever the Issuer is required to furnish to the Indenture Trustee an Issuer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(e), the Issuer shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property, other than property as contemplated by Section 11.1(g) or securities released from the lien of this Indenture since the commencement of the then-current calendar year, as set forth in the certificates required by Section 11.1(e) and this Section 11.1(f), is 10% or more of the Note Balance, but such a certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related Issuer’s Certificate is less than $25,000 or less than 1% of the Note Balance. (g) Notwithstanding Section 2.10 or any other provisions of this Section 11.1, the Issuer may, without compliance with the requirements of the other provisions of this Section 11.1, (i) collect, liquidate, sell or otherwise dispose of Receivables and Financed Vehicles as and to the extent permitted or required by the Transaction Documents and (ii) make cash payments out of the Trust Accounts as and to the extent permitted or required by the Transaction Documents.

Compliance Certificates and Opinions, etc. (a) Upon any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Issuer shall furnish to the Indenture Trustee and to the Note Insurer (i) an Issuer’s Officer's Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, and (ii) an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent, if any, have been complied with and (iii) (if required by the TIA) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section 11.1, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished. (b) . Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: (i) a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of each such signatory, signatory such condition or covenant has been complied with. (ci) Prior to the deposit of any Collateral or other property or securities with the Indenture Trustee that is to be made the basis for the release of any property or securities subject to the lien of this Indenture, the Issuer shall, in addition to any obligation imposed in Section 11.1(a) or elsewhere in this Indenture, deliver furnish to the Indenture Trustee and the Note Insurer an Issuer’s Officer's Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) days on the date of such deposit) to the Issuer of the Collateral or other property or securities to be so deposited. (dii) Whenever the Issuer is required to furnish to the Indenture Trustee and the Note Insurer an Issuer’s Officer's Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(c)clause (i) above, the Issuer shall also furnish deliver to the Indenture Trustee and the Note Insurer an Independent Certificate as to the same matters matters, if the fair value to the Issuer of the property or securities to be so deposited and of all other such property or securities made the basis of any such withdrawal or release since the commencement of the then-current fiscal year of the Issuer, as set forth in the certificates furnished delivered pursuant to Section 11.1(cclause (i) above and this Section 11.1(d), clause (ii) is 10% or more of the Note BalanceOutstanding Amount of the Notes, but such a certificate need not be furnished with respect to any property or securities so deposited deposited, if the fair value thereof to the Issuer as set forth in the related Issuer’s Officer's Certificate is less than $25,000 or less than 1% of the Note BalanceOutstanding Amount of the Notes. (eiii) Whenever Other than with respect to the release of any Purchased Receivables or Liquidated Receivables, whenever any property or securities are to be released from the lien of this Indenture, the Issuer shall also furnish to the Indenture Trustee and the Note Insurer an Issuer’s Officer's Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) 90 days of such release) of the property or securities proposed to be released and stating that in the opinion of such person the proposed release will not impair the security under this Indenture in contravention of the provisions hereof. (fiv) Whenever the Issuer is required to furnish to the Indenture Trustee and the Note Insurer an Issuer’s Officer's Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(e)clause (iii) above, the Issuer shall also furnish to the Indenture Trustee and the Note Insurer an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property, property other than property as contemplated by Section 11.1(g) Purchased Receivables and Defaulted Receivables, or securities released from the lien of this Indenture since the commencement of the then-then current calendar year, as set forth in the certificates required by Section 11.1(eclause (iii) above and this Section 11.1(fclause (iv), is equals 10% or more of the Note BalanceOutstanding Amount of the Notes, but such a certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related Issuer’s Officer's Certificate is less than $25,000 or less than 1% of the Note Balancethen Outstanding Amount of the Notes. (gv) Notwithstanding Section 2.10 2.9 or any other provisions provision of this Section 11.1Section, the Issuer may, without compliance with the requirements of the other provisions of this Section 11.1, may (iA) collect, liquidate, sell or otherwise dispose of Receivables and Financed Vehicles as and to the extent permitted or required by the Transaction Basic Documents and (iiB) make cash payments out of the Trust Accounts as and to the extent permitted or required by the Transaction Basic Documents.

Compliance Certificates and Opinions, etc. (a) Upon any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Issuer shall furnish to the Indenture Trustee (i) an IssuerOfficer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, (ii) an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent, if any, have been complied with and (iii) (if required by the TIA) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section 11.1, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished. (b) . Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: (iA) a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto; (iiB) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iiiC) a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and (ivD) a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with. (cb) (i) Prior to the deposit of any Collateral or other property or securities with the Indenture Trustee that is to be made the basis for the release of any property or securities subject to the lien of this Indenture, the Issuer shall, in addition to any obligation imposed in Section 11.1(a) or elsewhere in this Indenture, deliver furnish to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) days of such deposit) to the Issuer of the Collateral or other property or securities to be so deposited. (d) Whenever the Issuer is required to furnish to the Indenture Trustee an Issuer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(c), the Issuer shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters if the fair value to the Issuer of the property or securities to be so deposited and of all other such property or securities made the basis of any such withdrawal or release since the commencement of the then-current fiscal year of the Issuer, as set forth in the certificates furnished pursuant to Section 11.1(c) and this Section 11.1(d), is 10% or more of the Note Balance, but such a certificate need not be furnished with respect to any property or securities so deposited if the fair value thereof to the Issuer as set forth in the related Issuer’s Certificate is less than $25,000 or less than 1% of the Note Balance. (e) Whenever any property or securities are to be released from the lien of this Indenture, the Issuer shall also furnish to the Indenture Trustee an Issuer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) days of such release) of the property or securities proposed to be released and stating that in the opinion of such person the proposed release will not impair the security under this Indenture in contravention of the provisions hereof. (f) Whenever the Issuer is required to furnish to the Indenture Trustee an Issuer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(e), the Issuer shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property, other than property as contemplated by Section 11.1(g) or securities released from the lien of this Indenture since the commencement of the then-current calendar year, as set forth in the certificates required by Section 11.1(e) and this Section 11.1(f), is 10% or more of the Note Balance, but such a certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related Issuer’s Certificate is less than $25,000 or less than 1% of the Note Balance. (g) Notwithstanding Section 2.10 or any other provisions of this Section 11.1, the Issuer may, without compliance with the requirements of the other provisions of this Section 11.1, (i) collect, liquidate, sell or otherwise dispose of Receivables and Financed Vehicles as and to the extent permitted or required by the Transaction Documents and (ii) make cash payments out of the Trust Accounts as and to the extent permitted or required by the Transaction Documents.

Compliance Certificates and Opinions, etc. (a) Upon any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Issuer shall furnish to the Indenture Trustee (i) an IssuerOfficer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, (ii) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent, if any, have been complied with and (iii) (if required by the TIA) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section 11.1, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished. (b) . Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: (i) a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with. (cb) Prior to the deposit of any Collateral or other property or securities with the Indenture Trustee that is to be made the basis for the release of any property or securities subject to the lien of this Indenture, the Issuer shall, in addition to any obligation imposed in in Section 11.1(a11.1 (a) or elsewhere in this Indenture, deliver to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) days of such deposit) to the Issuer of the Collateral or other property or securities to be so deposited. (dc) Whenever the Issuer is required to furnish to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(c11.1(b), the Issuer shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters if the fair value to the Issuer of the property or securities to be so deposited and of all other such property or securities made the basis of any such withdrawal or release since the commencement of the then-current fiscal year of the Issuer, as set forth in the certificates furnished pursuant to Section 11.1(c11.1(b) and this Section 11.1(d11.1(c), is 10% or more of the Note Balance, but such a certificate need not be furnished with respect to any property or securities so deposited if the fair value thereof to the Issuer as set forth in the related IssuerOfficer’s Certificate is less than $25,000 or less than 1% of the Note Balance. (ed) Whenever any property or securities are to be released from the lien of this Indenture, the Issuer shall also furnish to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) days of such release) of the property or securities proposed to be released and stating that in the opinion of such person the proposed release will not impair the security under this Indenture in contravention of the provisions hereof. (fe) Whenever the Issuer is required to furnish to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(e11.1(d), the Issuer shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property, other than property as contemplated by Section 11.1(g11.1(f) or securities released from the lien of this Indenture since the commencement of the then-current calendar year, as set forth in the certificates required by Section 11.1(e11.1(d) and this Section 11.1(f11.1(e), is 10% or more of the Note Balance, but such a certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related IssuerOfficer’s Certificate is less than $25,000 or less than 1% of the Note Balance. (gf) Notwithstanding Section 2.10 or any other provisions of this Section 11.1, the Issuer may, without compliance with the requirements of the other provisions of this Section 11.1, (i) collect, liquidate, sell or otherwise dispose of Receivables and Financed Vehicles as and to the extent permitted or required by the Transaction Documents and (ii) make cash payments out of the Trust Accounts as and to the extent permitted or required by the Transaction Documents.

Compliance Certificates and Opinions, etc. (a) Upon any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Issuer shall furnish to the Indenture Trustee (i) an IssuerOfficer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, (ii) an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent, if any, have been complied with and (iii) (if required by the TIA) an Independent Certificate from a firm of certified registered public accountants meeting the applicable requirements of this Section 11.110.01, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished. (b) Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: (i) a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with. (ci) Prior to the deposit of any Recovery Bond Collateral or other property or securities with the Indenture Trustee that is to be made the basis for the release of any property or securities subject to the lien Lien of this Indenture, the Issuer shall, in addition to any obligation imposed in Section 11.1(a10.01(a) or elsewhere in this Indenture, deliver furnish to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) days of such deposit) to the Issuer of the Recovery Bond Collateral or other property or securities to be so deposited. (dii) Whenever the Issuer is required to furnish to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(c)clause (c) above, the Issuer shall also furnish deliver to the Indenture Trustee an Independent Certificate as to the same matters matters, if the fair value to the Issuer of the property or securities to be so deposited and of all other such property or securities made the basis of any such withdrawal or release since the commencement of the then-current fiscal year of the Issuer, as set forth in the certificates furnished delivered pursuant to Section 11.1(cclause (c) above and this Section 11.1(dclause (ii), is 10% ten percent or more of the Note BalanceOutstanding Amount of the Recovery Bonds, but such a certificate need not be furnished with respect to any property or securities so deposited deposited, if the fair value thereof to the Issuer as set forth in the related IssuerOfficer’s Certificate is less than the lesser of (A) $25,000 or less than 1% (B) one percent of the Note BalanceOutstanding Amount of the Recovery Bonds. (eiii) Whenever any property or securities are to be released from the lien Lien of this IndentureIndenture other than pursuant to Section 8.02(e), the Issuer shall also furnish to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) days of such release) of the property or securities proposed to be released and stating that in the opinion of such person the proposed release will not impair the security under this Indenture in contravention of the provisions hereof. (fiv) Whenever the Issuer is required to furnish to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of any signer signatory thereof as to the matters described in Section 11.1(e)clause (iii) above, the Issuer shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters if the fair value of the property or securities and of all other propertywith respect thereto, other than property as contemplated by Section 11.1(g) or securities released from the lien Lien of this Indenture (other than pursuant to Section 8.02(e)) since the commencement of the then-current calendar year, as set forth in the certificates required by Section 11.1(eclause (iii) above and this Section 11.1(f), is 10% or more of the Note Balance, but such a certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related Issuer’s Certificate is less than $25,000 or less than 1% of the Note Balance. (g) Notwithstanding Section 2.10 or any other provisions of this Section 11.1, the Issuer may, without compliance with the requirements of the other provisions of this Section 11.1, (i) collect, liquidate, sell or otherwise dispose of Receivables and Financed Vehicles as and to the extent permitted or required by the Transaction Documents and (ii) make cash payments out of the Trust Accounts as and to the extent permitted or required by the Transaction Documents.clause

Compliance Certificates and Opinions, etc. (a) Upon any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Issuer shall furnish to the Indenture Trustee Trustee: (i) an Issuer’s Officer's Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, (ii) an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent, if any, have been complied with and (iii) (if required by the TIA) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section 11.1, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished. (b) . Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: (i) a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion judgment of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with. (ci) Prior to the deposit with the Indenture Trustee of any Collateral or other property or securities with the Indenture Trustee that is to be made the basis for the release of any property or securities subject to the lien of this Indenture, the Issuer shall, in addition to any obligation imposed in Section 11.1(a) or elsewhere in this Indenture, deliver furnish to the Indenture Trustee an Issuer’s Officer's Certificate certifying or stating the opinion of each person Person signing such certificate as to the fair value (within ninety (90) 60 days of such deposit) to the Issuer of the Collateral or other property or securities to be so deposited. (dii) Whenever the Issuer is required to furnish to the Indenture Trustee an Issuer’s Officer's Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(c)clause (b)(i) above, the Issuer shall also furnish deliver to the Indenture Trustee an Independent Certificate as to the same matters matters, if the fair value to the Issuer of the property or securities to be so deposited and of all other such property or securities made on the basis of any such withdrawal or release since the commencement of the then-then current fiscal year of the Issuer, as set forth in the certificates furnished delivered pursuant to Section 11.1(cclause (i) above and this Section 11.1(dclause (b)(ii), is 10% or more of the Note BalanceOutstanding Amount of the Notes, but such a certificate need not be furnished with respect to any property or securities so deposited if the fair value thereof to the Issuer as set forth in the related Issuer’s Officer's Certificate is less than $25,000 or less than 1% one percent of the Note BalanceOutstanding Amount of the Notes. (eiii) Whenever Other than with respect to the release of any Purchased Receivables or Liquidating Receivables, whenever any property or securities are to be released from the lien of this Indenture, the Issuer shall also furnish to the Indenture Trustee an Issuer’s Officer's Certificate certifying or stating the opinion of each person Person signing such certificate as to the fair value (within ninety (90) 60 days of such release) of the property or securities proposed to be released and stating that in the opinion of such person Person the proposed release will not impair the security under this Indenture in contravention of the provisions hereof. (fiv) Whenever the Issuer is required to furnish to the Indenture Trustee an Issuer’s Officer's Certificate certifying or stating the opinion of any signer signatory thereof as to the matters described in Section 11.1(e)clause (b)(iii) above, the Issuer shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property, other than property as contemplated by Section 11.1(g) Purchased Receivables and Liquidating Receivables, or securities released from the lien of this Indenture since the commencement of the then-then current calendar year, as set forth in the certificates required by Section 11.1(eclause (b)(iii) above and this Section 11.1(fclause (b)(iv), is equals 10% or more of the Note BalanceOutstanding Amount of the Notes, but such a certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related Issuer’s Officer's Certificate is less than $25,000 or less than 1% one percent of the Note Balancethen Outstanding Amount of the Notes. (gv) Notwithstanding Section 2.10 2.9 or any other provisions provision of this Section 11.1, the Issuer may, without compliance with the requirements of the other provisions of this Section 11.1, may (iA) collect, liquidate, sell or otherwise dispose of Receivables and Financed Vehicles as and to the extent permitted or required by the Transaction Documents and Basic Documents, (iiB) make cash payments out of the Trust Accounts as and to the extent permitted or required by the Transaction DocumentsBasic Documents and (C) take any other action not inconsistent with the TIA.

Compliance Certificates and Opinions, etc. (a) Upon any application or request by the Note Issuer to the Indenture Note Trustee to take any action under any provision of this Note Indenture, the Note Issuer shall furnish to the Indenture Note Trustee (i) an IssuerOfficer’s Certificate stating that all conditions precedent, if any, provided for in this Note Indenture relating to the proposed action have been complied with, (ii) an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent, if any, have been complied with and (iii) (if required by the TIATrust Indenture Act) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section 11.1Section, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Note Indenture, no additional certificate or opinion need be furnished. (b) . Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Note Indenture shall include: (i) a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with. (ci) Prior to the deposit of any Collateral or other property or securities with the Indenture Note Trustee that is to be made the basis for the release of any property or securities subject to the lien of this Note Indenture, the Note Issuer shall, in addition to any obligation imposed in Section 11.1(a11.01(a) or elsewhere in this Note Indenture, deliver furnish to the Indenture Note Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) 90 days of such deposit) to the Note Issuer of the Collateral or other property or securities to be so deposited. (dii) Whenever the Note Issuer is required to furnish to the Indenture Note Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(c)clause (i) above, the Note Issuer shall also furnish deliver to the Indenture Note Trustee an Independent Certificate as to the same matters matters, if the fair value to the Note Issuer of the property or securities to be so deposited and of all other such property or securities made the basis of any such withdrawal or release since the commencement of the then-current fiscal year of the Note Issuer, as set forth in the certificates furnished delivered pursuant to Section 11.1(cclause (i) above and this Section 11.1(dclause (ii), is 10% ten percent or more of the Note BalanceOutstanding Amount of the Notes, but such a certificate need not be furnished with respect to any property or securities so deposited deposited, if the fair value thereof to the Note Issuer as set forth in the related IssuerOfficer’s Certificate is less than $25,000 or less than 1% one percent of the Note BalanceOutstanding Amount of the Notes. (eiii) Whenever any property or securities are to be released from the lien of this IndentureNote Indenture other than pursuant to Section 8.02, the Note Issuer shall also furnish to the Indenture Note Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) 90 days of such release) of the property or securities proposed to be released and stating that in the opinion of such person the proposed release will not impair the security under this Note Indenture in contravention of the provisions hereof. (fiv) Whenever the Note Issuer is required to furnish to the Indenture Note Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(e)clause (iii) above, the Note Issuer shall also furnish to the Indenture Note Trustee an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property, other than property as contemplated by Section 11.1(g) or securities released from the lien of this Note Indenture (other than pursuant to Section 8.02 hereof) since the commencement of the then-current calendar year, as set forth in the certificates required by Section 11.1(eclause (iii) above and this Section 11.1(fclause (iv), is 10% equals 10 percent or more of the Note BalanceOutstanding Amount of the Notes, but such a certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related IssuerOfficer’s Certificate is less than $25,000 or less than 1% one percent of the Note Balancethen Outstanding Amount of the Notes. (gv) Notwithstanding Section 2.10 2.11 or any other provisions provision of this Section 11.1Section, the Note Issuer may, without compliance with the requirements of the other provisions of this Section 11.1, may (iA) collect, liquidate, sell or otherwise dispose of Receivables the Transition Property and Financed Vehicles the RTC Charge as and to the extent permitted or required by the Transaction Basic Documents and (iiB) cause the Note Trustee to make cash payments out of the Trust Accounts Collection Account as and to the extent permitted or required by the Transaction Basic Documents.

Compliance Certificates and Opinions, etc. (a) Upon any application or request by Whenever the Issuer to requests the Indenture Trustee to take any action under any provision of this Indenture, the Issuer shall furnish to the Indenture Trustee and the Credit Enhancer (i) an Issuer’s Officer's Certificate stating that all any conditions precedent, if any, precedent provided for in this Indenture relating to the proposed action have been complied with, with and (ii) an Opinion of Counsel stating that, that in the its opinion of such counsel, all such any conditions precedent, if any, precedent have been complied with and (iii) (if required by the TIA) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section 11.1, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished. (b) with. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: (i) a statement that each signatory of such the certificate or opinion has read or has caused to be read such the covenant or condition and the definitions herein in this Indenture relating theretoto it; (ii) a brief statement as to the nature and scope of the examination or investigation upon on which the statements or opinions contained in such the certificate or opinion are based; (iii) a statement that, in the opinion of each such signatory, such the signatory has made such any examination or investigation as is necessary to enable such for the signatory to express an informed opinion as to about whether or not such the covenant or condition has been complied with; and; (iv) a statement as to whether, in the opinion of each such signatory, such the condition or covenant has been complied with; and (v) if the signer of the certificate is required to be Independent, the statement required by the definition of Independent. (ci) Prior to Before the deposit of any Collateral or other property or securities with the Indenture Trustee that is to be made the basis for the release of any property or securities subject to the lien of this Indenture, the Issuer shall, in addition to any obligation imposed in Section 11.1(a11.01(a) or elsewhere in this Indenture, deliver furnish to the Indenture Trustee and the Credit Enhancer an Issuer’s Officer's Certificate certifying or stating the opinion of each person signing such the certificate as to the fair value (within ninety (90) 90 days of such the deposit) to the Issuer of the Collateral or other property or securities to be so deposited. (dii) Whenever the Issuer is required to furnish to the Indenture Trustee an Issuer’s Officer's Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(cclause (b)(i), the Issuer shall also furnish deliver to the Indenture Trustee and the Credit Enhancer an Independent Certificate as to the same matters matters, if the fair value to the Issuer of the property or securities to be so deposited as the basis of any release and of all other such property or securities made the basis of any such withdrawal or release since the commencement of the then-current fiscal calendar year of the Issuer, as set forth described in the certificates furnished delivered pursuant to Section 11.1(cclause (b)(i) and this Section 11.1(d), is 10% or more of the Note Balanceaggregate Outstanding Amount of all Classes of Principal Amount Notes, but such a the certificate need not be furnished with respect to for any property or securities so deposited deposited, if the their fair value thereof to the Issuer as set forth described in the related Issuer’s Officer's Certificate is less than $25,000 or less than 1% of the Note Balancethen aggregate Outstanding Amount of all Classes of Principal Amount Notes. (eiii) Whenever any property or securities are is to be released from the lien of this Indenture, the Issuer shall also furnish to the Indenture Trustee and the Credit Enhancer an Issuer’s Officer's Certificate certifying or stating the opinion of each person signing such the certificate as to the fair value (within ninety (90) 90 days of such the release) of the property or securities proposed to be released and stating that in the opinion of such that person the proposed release will not impair the security under this Indenture in contravention of the provisions hereofof this Indenture. (fiv) Whenever the Issuer is required to furnish to the Indenture Trustee an Issuer’s Officer's Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(eclause (b)(iii), the Issuer shall also furnish to the Indenture Trustee and the Credit Enhancer an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property, other than property as contemplated by Section 11.1(g) or securities released from the lien of this Indenture since the commencement of the then-current calendar year, as set forth described in the certificates required by Section 11.1(eclause (b)(iii) and this Section 11.1(fclause (b)(iv), is equals 10% or more of the Note Balanceaggregate Outstanding Amount of all Classes of Principal Amount Notes, but such a the certificate need not be furnished in the case of for any release of property or securities if the its fair value thereof as set forth described in the related Issuer’s Officer's Certificate is less than $25,000 or less than 1% of the Note Balancethen aggregate Outstanding Amount of all Classes of Principal Amount Notes. (gv) Notwithstanding Section 2.10 or any other provisions provision of this Section 11.1Indenture, the Issuer may, without compliance with the other requirements of the other provisions of this Section 11.1Section, (iA) collect, liquidate, sell sell, or otherwise dispose of Receivables and Financed Vehicles Collateral as and to the extent permitted or required by the Transaction Documents Documents, and (iiB) make cash payments out of the Trust Accounts Collection Account as and to the extent permitted or required by the Transaction Documents, so long as the Issuer delivers to the Indenture Trustee and the Credit Enhancer every six months, beginning six months after the date of this Indenture, an Officer's Certificate of the Issuer stating that all the dispositions of Collateral described in clauses (A) and (B) that occurred during the preceding six months were in the ordinary course of the Issuer's business and that their proceeds were applied in accordance with the Transaction Documents.

Compliance Certificates and Opinions, etc. (a) Upon any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Issuer shall furnish to the Indenture Trustee (i) an Issuer’s Officer's Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, (ii) an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent, if any, have been complied with and (iii) (if required by the TIA) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section 11.1Section, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished. (b) . Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: (i) a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with. (ci) Prior to the deposit of any Collateral or other property or securities with the Indenture Trustee that is to be made the basis for the release of any property or securities subject to the lien of this Indenture, the Issuer shall, in addition to any obligation imposed in Section 11.1(a11.01 (a) or elsewhere in this Indenture, deliver furnish to the Indenture Trustee an Issuer’s Officer's Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) 90 days of such deposit) to the Issuer of the Collateral or other property or securities to be so deposited. (dii) Whenever the Issuer is required to furnish to the Indenture Trustee an Issuer’s Officer's Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(c)clause (i) above, the Issuer shall also furnish deliver to the Indenture Trustee an Independent Certificate as to the same matters matters, if the fair value to the Issuer of the property or securities to be so deposited and of all other such property or securities made the basis of any such withdrawal or release since the commencement of the then-current fiscal year of the Issuer, as set forth in the certificates furnished delivered pursuant to Section 11.1(cclause (i) above and this Section 11.1(dclause (ii), is 10% or more of the Note BalanceOutstanding Amount, but such a certificate need not be furnished with respect to any property or securities so deposited deposited, if the fair value thereof to the Issuer as set forth in the related Issuer’s Officer's Certificate is less than $25,000 or less than 1% one percent of the Note BalanceOutstanding Amount of the Notes. (eiii) Whenever Other than with respect to any release described in clause (A) or (B) of Section 11.01(b)(v), whenever any property or securities are to be released from the lien of this Indenture, the Issuer shall also furnish to the Indenture Trustee an Issuer’s Officer's Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) 90 days of such release) of the property or securities proposed to be released and stating that in the opinion of such person the proposed release will not impair the security under this Indenture in contravention of the provisions hereof. (fiv) Whenever the Issuer is required to furnish to the Indenture Trustee an Issuer’s Officer's Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(e)clause (iii) above, the Issuer shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property, property (other than property as contemplated by Section 11.1(gdescribed in clauses (A) or securities (B) of Section 11.01 (b)(v)) released from the lien of this Indenture since the commencement of the then-current calendar year, as set forth in the certificates required by Section 11.1(eclause (iii) above and this Section 11.1(fclause (iv), is equals 10% or more of the Note BalanceOutstanding Amount, but such a certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related Issuer’s Officer's Certificate is less than $25,000 or less than 1% one percent of the Note Balancethen Outstanding Amount. (gv) Notwithstanding Section 2.10 or any other provisions provision of this Section 11.1Section, the Issuer may, without compliance with the requirements of the other provisions of this Section 11.1Section, (iA) collect, liquidate, sell or otherwise dispose of Receivables and Financed Vehicles as and to the extent permitted or required by the Transaction Basic Documents and (iiB) make cash payments out of the Trust Accounts as and to the extent permitted or required by the Transaction Basic Documents, so long as the Issuer shall deliver to the Indenture Trustee every six months, commencing December 15, 2002, an Officer's Certificate of the Issuer stating that all the dispositions of Collateral described in clauses (A) and (B) above that occurred during the preceding six calendar months were in the ordinary course of the Issuer's business and that the proceeds thereof were applied in accordance with the Basic Documents.

Compliance Certificates and Opinions, etc. (a) Upon any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Issuer shall furnish to the Indenture Trustee (i) an IssuerOfficer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, (ii) an Opinion of Counsel stating that, that in the opinion of such counsel, counsel the proposed action is authorized and permitted and all such conditions precedent, if any, have been complied with and (iii) (if required by the TIATrust Indenture Act) an Independent Certificate from a firm of certified registered public accountants meeting the applicable requirements of this Section 11.110.01, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished. (b) . Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: (i) a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with. (cb) Prior to the deposit of any Collateral or other property or securities with the Indenture Trustee that is to be made the basis for the release of any property or securities subject to the lien Lien of this Indenture, the Issuer shall, in addition to any obligation imposed in Section 11.1(a10.01(a) or elsewhere in this Indenture, deliver furnish to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) 90 days of such deposit) to the Issuer of the Collateral or other property or securities to be so deposited. (dc) Whenever the Issuer is required to furnish to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(c10.01(b), the Issuer shall also furnish deliver to the Indenture Trustee an Independent Certificate as to the same matters matters, if the fair value to the Issuer of the property or securities to be so deposited and of all other such property or securities made the basis of any such withdrawal or release since the commencement of the then-current fiscal year of the Issuer, as set forth in the certificates furnished delivered pursuant to Section 11.1(c10.01(b) and this Section 11.1(d10.01(c), is 10% 10 percent or more of the Note BalanceOutstanding Amount of the Energy Transition Bonds, but such a certificate need not be furnished with respect to any property or securities so deposited deposited, if the fair value thereof to the Issuer as set forth in the related IssuerOfficer’s Certificate is less than the lesser of (A) $25,000 or less than 1% (B) one percent of the Note BalanceOutstanding Amount of the Energy Transition Bonds. (ed) Whenever any property or securities are to be released from the lien Lien of this IndentureIndenture other than pursuant to Section 8.02(e), the Issuer shall also furnish to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) 90 days of such release) of the property or securities proposed to be released and stating that in the opinion of such person the proposed release will not impair the security under this Indenture in contravention of the provisions hereof. (fe) Whenever the Issuer is required to furnish to the Indenture Trustee an IssuerOfficer’s Certificate certifying or stating the opinion of any signer signatory thereof as to the matters described in Section 11.1(e10.01(d), the Issuer shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters if the fair value of the property or securities and of all other propertywith respect thereto, other than property as contemplated by Section 11.1(g) or securities released from the lien Lien of this Indenture (other than pursuant to Section 8.02(e)) since the commencement of the then-current calendar year, as set forth in the certificates required by Section 11.1(e10.01(d) and this Section 11.1(f10.01(e), is 10% equals 10 percent or more of the Note BalanceOutstanding Amount of the Energy Transition Bonds, but such a certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related IssuerOfficer’s Certificate is less than the lesser of (A) $25,000 or less than 1% (B) one percent of the Note Balancethen Outstanding Amount of the Energy Transition Bonds. (gf) Notwithstanding Section 2.10 or any other provisions provision of this Section 11.110.01, the Issuer may, without compliance with the requirements of the other provisions of this Section 11.1, Indenture Trustee may (iA) collect, liquidate, sell or otherwise dispose of Receivables the Property and Financed Vehicles the other Collateral as and to the extent permitted or required by the Transaction Basic Documents and (iiB) make cash payments out of the Trust Accounts Collection Account as and to the extent permitted or required by the Transaction Basic Documents.

Compliance Certificates and Opinions, etc. (a) Upon any application or request by the Issuer Owner Trustee to the Indenture Trustee to take any action under any provision of this Indenture, the Issuer Owner Trustee shall furnish to the Indenture Trustee Trustee: (i) an Issuer’s Officer's Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, (ii) an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent, if any, have been complied with and (iii) (if required by the TIA) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section 11.1, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished. (b) . Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: (i) a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion judgment of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with. (ci) Prior to the deposit with the Indenture Trustee of any Collateral or other property or securities with the Indenture Trustee that is to be made the basis for the release of any property or securities subject to the lien of this Indenture, the Issuer Owner Trustee shall, in addition to any obligation imposed in Section 11.1(a) or elsewhere in this Indenture, deliver furnish to the Indenture Trustee an Issuer’s Officer's Certificate certifying or stating the opinion of each person Person signing such certificate as to the fair value (within ninety (90) 60 days of such deposit) to the Issuer Owner Trustee of the Collateral or other property or securities to be so deposited. (dii) Whenever the Issuer Owner Trustee is required to furnish to the Indenture Trustee an Issuer’s Officer's Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(c)clause (b)(i) above, the Issuer Owner Trustee shall also furnish deliver to the Indenture Trustee an Independent Certificate as to the same matters matters, if the fair value to the Issuer Owner Trust Estate of the property or securities to be so deposited and of all other such property or securities made on the basis of any such withdrawal or release since the commencement of the then-then current fiscal year of the IssuerTrust, as set forth in the certificates furnished delivered pursuant to Section 11.1(cclause (b)(i) above and this Section 11.1(dclause (b)(ii), is 10% or more of the Note BalanceOutstanding Amount of the Notes, but such a certificate need not be furnished with respect to any property or securities so deposited if the fair value thereof to the Issuer Owner Trust Estate as set forth in the related Issuer’s Officer's Certificate is less than $25,000 or less than 1% one percent of the Note BalanceOutstanding Amount of the Notes. (eiii) Whenever Other than with respect to the release of any Warranty Receivables, Administrative Receivables or Liquidating Receivables, whenever any property or securities are to be released from the lien of this Indenture, the Issuer Owner Trustee shall also furnish to the Indenture Trustee an Issuer’s Officer's Certificate certifying or stating the opinion of each person Person signing such certificate as to the fair value (within ninety (90) 60 days of such release) of the property or securities proposed to be released and stating that in the opinion of such person Person the proposed release will not impair the security under this Indenture in contravention of the provisions hereof. (fiv) Whenever the Issuer Owner Trustee is required to furnish to the Indenture Trustee an Issuer’s Officer's Certificate certifying or stating the opinion of any signer signatory thereof as to the matters described in Section 11.1(e)clause (b)(iii) above, the Issuer Owner Trustee shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property, other than property as contemplated by Section 11.1(g) Warranty Receivables, Administrative Receivables and Liquidating Receivables, or securities released from the lien of this Indenture since the commencement of the then-then current calendar year, as set forth in the certificates required by Section 11.1(eclause (b)(iii) above and this Section 11.1(fclause (b)(iv), is equals 10% or more of the Note BalanceOutstanding Amount of the Notes, but such a certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related Issuer’s Officer's Certificate is less than $25,000 or less than 1% one percent of the Note Balancethen Outstanding Amount of the Notes. (gv) Notwithstanding Section 2.10 2.9 or any other provisions provision of this Section 11.1, the Issuer may, without compliance with the requirements of the other provisions of this Section 11.1, Owner Trustee may (iA) collect, liquidate, sell or otherwise dispose of Receivables and Financed Vehicles as and to the extent permitted or required by the Transaction Documents and Basic Documents, (iiB) make cash payments out of the Trust Designated Accounts and the Certificate Distribution Account as and to the extent permitted or required by the Transaction DocumentsBasic Documents and (C) take any other action not inconsistent with the TIA.

Compliance Certificates and Opinions, etc. (a) Upon In connection with any application order or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Issuer shall furnish will deliver the following documents to the Indenture Trustee (such documents, collectively, an "Issuer Order" or "Issuer Request", as applicable): (i) a written order or a written request, respectively, signed in the name of the Issuer by any one of its Responsible Persons and delivered to the Indenture Trustee, (ii) an Issuer’s Officer's Certificate stating that all conditions precedent, if any, precedent provided for in this Indenture relating to the proposed action have been complied with, (iiiii) to the extent required by the TIA or upon request of the Indenture Trustee, an Opinion of Counsel stating that, to the effect that in the opinion of such counsel, counsel all such conditions precedent, if any, precedent have been complied with and (iiiiv) (if required by the TIA) an Independent Certificate from a firm of certified public accountants meeting of national reputation selected by the applicable requirements of this Section 11.1, except thatIssuer. However, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished. (b) Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall will include: (i) a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein in this Indenture relating theretoto such covenant or condition; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with. (ci) Prior to the deposit of Before depositing any Collateral cash or other property or securities with the Indenture Trustee that is to be made the basis for the release of any property or securities subject to the lien of this Indenture, the Issuer shallwill, in addition to any obligation imposed in Section 11.1(a) or elsewhere in this Indenture, deliver furnish to the Indenture Trustee (A) an Issuer’s Officer's Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) 90 days of such deposit) to the Issuer of the Collateral cash or other property or securities to be so deposited. deposited and (dB) Whenever the Issuer is required to furnish to the Indenture Trustee an Issuer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(c), the Issuer shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters matters, if the fair value to the Issuer of the property or securities to be so deposited and of all other such property or securities made the basis of any such withdrawal or release since the commencement of the then-current fiscal year of the Issuercalendar year, as set forth in the certificates furnished delivered pursuant to Section 11.1(c) and this Section 11.1(d11.1(c)(i)(A), is 10% or more of the Note BalanceBalance of the Notes Outstanding, but such a certificate need not be furnished with respect to any property or securities so deposited deposited, if the fair value thereof of such property or securities to the Issuer as set forth in the related Issuer’s Officer's Certificate is less than $25,000 or less than 1% of the Note BalanceBalance of the Notes Outstanding. (eii) Whenever any property or securities are to be released from the lien of this Indenture, the Issuer shall also will furnish to the Indenture Trustee (A) an Issuer’s Officer's Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) 90 days of such release) of the property or securities proposed to be released and stating that in the opinion of such person the proposed release will not impair the security under this Indenture in contravention of the provisions hereof. of this Indenture and (fB) Whenever the Issuer is required to furnish to the Indenture Trustee an Issuer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(e), the Issuer shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property, other than property as contemplated by Section 11.1(g) 11.1(c)(iii), or securities released from the lien of this Indenture since the commencement of the then-current calendar year, as set forth in the certificates required by Section 11.1(e11.1(c)(ii)(A) and this Section 11.1(f11.1(c)(ii)(B), is equals 10% or more of the Note BalanceBalance of the Notes Outstanding, but such a certificate need not be furnished in the case of any release of property or securities securities, if the fair value thereof of such property or securities as set forth in the related Issuer’s Officer's Certificate is less than $25,000 or less than 1% of the Note BalanceBalance of the Notes Outstanding. (giii) Notwithstanding Section 2.10 2.9 or any other provisions of this Section 11.1, the Issuer may, without compliance with the requirements of the other provisions of this Section 11.1, (iA) collect, liquidate, sell or otherwise dispose of Receivables and Financed Vehicles in the ordinary course of its business provided that all proceeds, Recoveries and related amounts and proceeds of such dispositions are applied in accordance with the provisions of this Indenture and (B) make cash payments out of the Bank Accounts, in each case, as and to the extent permitted or required by the Transaction Basic Documents. (d) If the Securities and Exchange Commission issues an exemptive order under Section 304(d) of the TIA modifying the Indenture Trustee's obligations under Sections 314(c) and 314(d)(1) of the TIA, the Indenture Trustee will release property from the lien of this Indenture only in accordance with the Basic Documents and (ii) make cash payments out of the Trust Accounts as conditions and to the extent permitted or required by the Transaction Documentsprocedures set forth in such exemptive order.

Compliance Certificates and Opinions, etc. (a) Upon any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Issuer shall furnish to the Indenture Trustee (i) an Issuer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, (ii) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent, if any, have been complied with and (iii) (if required by the TIA) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section 11.1, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished. (b) Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: (i) a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with. (c) Prior to the deposit of any Collateral or other property or securities with the Indenture Trustee that is to be made the basis for the release of any property or securities subject to the lien of this Indenture, the Issuer shall, in addition to any obligation imposed in Section 11.1(a) or elsewhere in this Indenture, deliver to the Indenture Trustee an Issuer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) days of such deposit) to the Issuer of the Collateral or other property or securities to be so deposited. (d) Whenever the Issuer is required to furnish to the Indenture Trustee an Issuer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(c), the Issuer shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters if the fair value to the Issuer of the property or securities to be so deposited and of all other such property or securities made the basis of any such withdrawal or release since the commencement of the then-current fiscal year of the Issuer, as set forth in the certificates furnished pursuant to Section 11.1(c) and this Section 11.1(d), is 10% or more of the Note Balance, but such a certificate need not be furnished with respect to any property or securities so deposited if the fair value thereof to the Issuer as set forth in the related Issuer’s Certificate is less than $25,000 or less than 1% of the Note Balance. (e) Whenever any property or securities are to be released from the lien of this Indenture, the Issuer shall also furnish to the Indenture Trustee [and the Swap Counterparty] an Issuer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) days of such release) of the property or securities proposed to be released and stating that in the opinion of such person the proposed release will not impair the security under this Indenture in contravention of the provisions hereof. (f) Whenever the Issuer is required to furnish to the Indenture Trustee [and the Swap Counterparty] an Issuer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(e), the Issuer shall also furnish to the Indenture Trustee [and the Swap Counterparty] an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property, other than property as contemplated by Section 11.1(g) or securities released from the lien of this Indenture since the commencement of the then-current calendar year, as set forth in the certificates required by Section 11.1(e) and this Section 11.1(f), is 10% or more of the Note Balance, but such a certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related Issuer’s Certificate is less than $25,000 or less than 1% of the Note Balance. (g) Notwithstanding Section 2.10 or any other provisions of this Section 11.1, the Issuer may, without compliance with the requirements of the other provisions of this Section 11.1, (i) collect, liquidate, sell or otherwise dispose of Receivables and Financed Vehicles as and to the extent permitted or required by the Transaction Documents and (ii) make cash payments out of the Trust Accounts as and to the extent permitted or required by the Transaction Documents.

Compliance Certificates and Opinions, etc. (a) Upon In connection with any application order or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Issuer shall furnish will deliver the following documents to the Indenture Trustee (such documents, collectively, an “Issuer Order” or “Issuer Request”, as applicable): (i) a written order or a written request, respectively, signed in the name of the Issuer by any one of its Responsible Persons and delivered to the Indenture Trustee, (ii) an IssuerOfficer’s Certificate stating that all conditions precedent, if any, precedent provided for in this Indenture relating to the proposed action have been complied with, (iiiii) to the extent required by the TIA or upon request of the Indenture Trustee, an Opinion of Counsel stating that, to the effect that in the opinion of such counsel, counsel all such conditions precedent, if any, precedent have been complied with and (iiiiv) (if required by the TIA) an Independent Certificate from a firm of certified public accountants meeting of national reputation selected by the applicable requirements of this Section 11.1, except thatIssuer. However, in the case of any such application order or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished. (b) Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall will include: (i) a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein in this Indenture relating theretoto such covenant or condition; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with. (ci) Prior to the deposit of Before depositing any Collateral cash or other property or securities with the Indenture Trustee that is to be made the basis for the release of any property or securities subject to the lien Lien of this Indenture, the Issuer shallwill, in addition to any obligation imposed in Section 11.1(a) or elsewhere in this Indenture, deliver furnish to the Indenture Trustee (A) an IssuerOfficer’s Certificate certifying or stating the opinion of each person Responsible Person signing such certificate as to the fair value (within ninety (90) 90 days of such deposit) to the Issuer of the Collateral cash or other property or securities to be so deposited. deposited and (dB) Whenever the Issuer is required to furnish to the Indenture Trustee an Issuer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(c), the Issuer shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters matters, if the fair value to the Issuer of the property or securities to be so deposited and of all other such property or securities made the basis of any such withdrawal or release since the commencement of the then-current fiscal year of the Issuercalendar year, as set forth in the certificates furnished delivered pursuant to Section 11.1(c) and this Section 11.1(d11.1(c)(i)(A), is 10% or more of the Note BalanceBalance of the Notes Outstanding, but such a certificate need not be furnished with respect to any property or securities so deposited deposited, if the fair value thereof of such property or securities to the Issuer as set forth in the related IssuerOfficer’s Certificate is less than $25,000 or less than 1% of the Note BalanceBalance of the Notes Outstanding. (eii) Whenever any property or securities are to be released from the lien Lien of this Indenture, the Issuer shall also will furnish to the Indenture Trustee (A) an IssuerOfficer’s Certificate certifying or stating the opinion of each person Responsible Person signing such certificate as to the fair value (within ninety (90) 90 days of such release) of the property or securities proposed to be released and stating that in the opinion of such person Responsible Person the proposed release will not impair the security under this Indenture in contravention of the provisions hereof. of this Indenture and (fB) Whenever the Issuer is required to furnish to the Indenture Trustee an Issuer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in Section 11.1(e), the Issuer shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters matters, if the fair value of the property or securities and of all other property, other than property as contemplated by Section 11.1(g) 11.1(c)(iii), or securities released from the lien Lien of this Indenture since the commencement of the then-current calendar year, as set forth in the certificates required by Section 11.1(e11.1(c)(ii)(A) and this Section 11.1(f11.1(c)(ii)(B), is equals 10% or more of the Note BalanceBalance of the Notes Outstanding, but such a certificate need not be furnished in the case of any release of property or securities securities, if the fair value thereof of such property or securities as set forth in the related IssuerOfficer’s Certificate is less than $25,000 or less than 1% of the Note BalanceBalance of the Notes Outstanding. (gd) Notwithstanding Section 2.10 2.9 or any other provisions of this Section 11.1, the Issuer may, without compliance with the requirements of the other provisions of this Section 11.1, (i) collect, liquidate, sell or otherwise dispose of Receivables and Financed Vehicles as in the ordinary course of its business provided that all proceeds, Recoveries and to related amounts and proceeds of such dispositions are applied in accordance with the extent permitted or required by the Transaction Documents provisions of this Indenture and (ii) make cash payments out of the Trust Accounts Bank Accounts, in each case, as and to the extent permitted or required by the Transaction Documents. (e) If the Securities and Exchange Commission issues an exemptive order under Section 304(d) of the TIA modifying the Indenture Trustee’s obligations under Sections 314(c) and 314(d)(1) of the TIA, the Indenture Trustee will release property from the Lien of this Indenture only in accordance with the Transaction Documents and the conditions and procedures set forth in such exemptive order.