Common use of Compliance Certificates and Opinions Clause in Contracts

Compliance Certificates and Opinions. Upon any application or request by the Depositor, the Seller, the Certificate Insurer or the Owners to the Trustee to take any action under any provision of this Agreement, the Depositor, the Seller, the Certificate Insurer or the Owners, as the case may be, shall furnish to the Trustee a certificate stating that all conditions precedent, if any, provided for in this Agreement relating to the proposed action have been complied with, 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 Agreement relating to such particular application or request, no additional certificate need be furnished. Except as otherwise specifically provided herein, each certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement (including one furnished pursuant to specific requirements of this Agreement relating to a particular application or request) shall include: (a) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (b) 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; and (c) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Upon any application or request by the Depositor, the Seller, the Certificate Insurer or the Owners Company to the Trustee to take any action under any provision of this AgreementIndenture, the Depositor, the Seller, the Certificate Insurer or the Owners, as the case may be, Company shall furnish to the Trustee a certificate an Officers' Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, 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 Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Except as otherwise specifically provided herein, each Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement Indenture (including one furnished pursuant to specific requirements of this Agreement relating to a particular application or requestother than the certificate provided for in Section 10.05) shall include: (a1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (b2) 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; (3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (c4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Upon any application or request by the Depositor, the Seller, the Certificate Insurer or the Owners Company to the Trustee to take any action under any provision of this AgreementIndenture, the Depositor, the Seller, the Certificate Insurer or the Owners, as the case may be, Company shall furnish to the Trustee a certificate an Officers' Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, 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 Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Except as otherwise specifically provided herein, each Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement Indenture (including one furnished pursuant to specific requirements of this Agreement relating to a particular application or requestcertificates provided for in Section 10.8) shall include: (a1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (b2) 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; (3) a statement that, in the opinion of such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (c4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Upon Except as otherwise expressly provided by this Agreement, upon any application or request by the Depositor, the Seller, the Certificate Insurer or the Owners Company to the Trustee Agent to take any action under any provision of this Agreement, the Depositor, the Seller, the Certificate Insurer or the Owners, as the case may be, Company shall furnish to the Trustee a certificate Agent an Officer's Certificate stating that all conditions precedent, if any, provided for in this Agreement relating to the proposed action have been complied with and, if requested by the Agent, an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent, if any, have been complied with, 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 Agreement relating to such particular application or request, no additional certificate or opinion need be furnished. Except as otherwise specifically provided herein, each Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement (including one furnished pursuant to specific requirements of this Agreement relating to a particular application or request) shall include: (a1) a statement that each the individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (b2) 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; (3) a statement that, in the opinion of such individual, he or she has made such examination or investigation as is necessary to enable such individual to express an informed opinion as to whether or not such covenant or condition has been complied with; and (c4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Upon any application or request by the Depositor, the Seller, the Certificate Insurer or the Owners Company to the Trustee to take any action under any provision of this AgreementIndenture, the Depositor, the Seller, the Certificate Insurer or the Owners, as the case may be, Company shall furnish to the Trustee a certificate an Officers' Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such Counsel all such conditions precedent, if any, have been complied with, 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 Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Except as otherwise specifically provided herein, each Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement Indenture (including one furnished pursuant to specific requirements of this Agreement relating to a particular application or requestexcept for the written statement required by Section 1004) shall include: (a1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (b2) 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; (3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (c4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Upon any application or request by the Depositor, the Seller, the Certificate Insurer or the Owners Issuer to the Indenture Trustee to take any action under any provision of this AgreementIndenture, the Depositor, the Seller, the Certificate Insurer or the Owners, as the case may be, shall Issuer will furnish to the Indenture Trustee a certificate (1) an Officer’s Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action have been complied with and (2) an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, 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 Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Except as otherwise specifically provided herein, each Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement (including one furnished pursuant to specific requirements of this Agreement relating to a particular application or request) shall Indenture will include: (a) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (b) 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; (c) a statement that such individual has made such examination or investigation as is necessary to express an informed opinion as to whether or not such covenant or condition has been complied with; and (cd) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Upon any application or request by the Depositor, the Seller, the Certificate Insurer or the Owners Company to the Trustee to take any action under any provision of this AgreementIndenture, the Depositor, the Seller, the Certificate Insurer or the Owners, as the case may be, Company shall furnish to the Trustee a certificate an Officers' Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action have been complied with and, where appropriate as to matters of law, an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, 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 Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Except as otherwise specifically provided herein, each Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement (including one furnished pursuant to specific requirements of this Agreement relating to a particular application or request) Indenture shall include: (a1) a statement that each individual the Person signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (b2) 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; (3) a statement that, in the opinion of each such Person, such Person has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such condition or covenant has been complied with; and (c4) a statement as to whether, in the opinion of each such individualPerson, such condition or covenant has been complied with.

Compliance Certificates and Opinions. (a) Upon any application or request by the Depositor, the Seller, the Certificate Insurer or the Owners Company to the Trustee to take any action under any provision of this AgreementIndenture, the Depositor, the Seller, the Certificate Insurer or the Owners, as the case may be, Company shall furnish to the Trustee a such certificates and opinions as may be required under the Trust Indenture Act. Each such certificate stating that all conditions precedentand opinion shall be given in the form of an Officer’s Certificate, if anyto be given by an officer of the Company, provided for and an Opinion of Counsel, if to be given by counsel, and shall comply with the requirements of the Trust Indenture Act and any other requirements set forth in this Agreement relating to the proposed action have been complied with, except that in Indenture. In the case of any such an application or request as to which the furnishing of such documents is specifically required by any provision of this Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Except as . (b) Unless expressly otherwise specifically specified with respect to any certificate or opinion provided hereinfor in this Indenture, each every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement Indenture (including one furnished other than annual certificates provided pursuant to specific requirements of this Agreement relating to a particular application or requestSection 10.04) shall include: (ai) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (bii) 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 individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (civ) a statement as to whetherwhether or not, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Upon any application or request by the Depositor, the Seller, the Certificate Insurer or the Owners Company to the Trustee to take any action under any provision of this AgreementIndenture, the Depositor, the Seller, the Certificate Insurer or the Owners, as the case may be, Company shall furnish to the Trustee a certificate an Officers' Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, 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 Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Except as otherwise specifically provided herein, each Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement Indenture (including one furnished other than certificates provided pursuant to specific requirements of this Agreement relating to a particular application or requestSection 12.02) shall include: (a1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (b2) 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; (3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (c4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Upon Except as otherwise expressly provided by this Agreement, upon any application or request by the Depositor, the Seller, the Certificate Insurer or the Owners Company to the Trustee Purchase Contract Agent to take any action under any provision of this Agreement, the Depositor, the Seller, the Certificate Insurer or the Owners, as the case may be, Company shall furnish to the Trustee Purchase Contract Agent a certificate Company Certificate stating that all conditions precedent, if any, provided for in this Agreement relating to the proposed action have been complied with and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent, if any, have been complied with, 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 Agreement relating to such particular application or request, no additional certificate or opinion need be furnished. Except as otherwise specifically provided herein, each Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement (including one furnished pursuant to specific requirements of this Agreement relating to a particular application or request) shall include: (a1) a statement that each individual signing such certificate or opinion has read such condition or covenant or condition and the definitions herein relating thereto; (b2) 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; (3) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable such individual to express an informed opinion as to whether or not such covenant or condition has been complied with; and (c4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Upon any application or request by the Depositor, the Seller, the Certificate Insurer or the Owners Company to the Trustee to take any action under any provision of this AgreementIndenture, the Depositor, the Seller, the Certificate Insurer or the Owners, as the case may be, Company shall furnish to the Trustee a certificate an Officers’ Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, 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 Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Except as otherwise specifically provided herein, each Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement Indenture (including one furnished other than pursuant to specific requirements of this Agreement relating to a particular application or requestSections 2.3 and 9.7) shall include: (a1) a statement that each individual signing such certificate or opinion has read such condition or covenant or condition and the definitions herein relating thereto; (b2) 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; (3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such condition or covenant has been complied with; and (c4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Upon Except as otherwise expressly provided in this Indenture, upon any application or request by the Depositor, the Seller, the Certificate Insurer or the Owners Company to the Trustee to take any action under any provision of this AgreementIndenture, the Depositor, the Seller, the Certificate Insurer or the Owners, as the case may be, Company shall furnish to the Trustee a certificate an Officer's Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents or any of them is specifically required by any provision of this Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Except as otherwise specifically provided herein, each Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement (including one furnished pursuant to specific requirements of this Agreement relating to a particular application or request) Indenture shall include: (a1) a statement that each the individual signing such certificate or opinion has read such condition or covenant or condition and the definitions herein relating thereto; (b2) 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; (3) a statement that, in the opinion of such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such condition or covenant has been complied with; and (c4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Upon any application or request by the Depositor, the Seller, the Certificate Insurer or the Owners Company to the Trustee to take any action under any provision of this AgreementIndenture, the Depositor, the Seller, the Certificate Insurer or the Owners, as the case may be, Company shall furnish to the Trustee a certificate an Officers' Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, 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 Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Except as otherwise specifically provided herein, each Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement Indenture (including one furnished other than pursuant to specific requirements of this Agreement relating to a particular application or requestSection 1005) shall include: (a1) a statement that each individual signing such certificate or opinion has read such condition or covenant or condition and the definitions herein relating thereto; (b2) 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; (3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such condition or covenant has been complied with; and (c4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. (a) Upon any application or request demand by the Depositor, the Seller, the Certificate Insurer or the Owners Company to the Trustee to take any action under any provision of the provisions of this AgreementIndenture, the Depositor, the Seller, the Certificate Insurer or the Owners, as the case may be, Company shall furnish to the Trustee a certificate an Officers’ Certificate stating that all conditions precedent, if any, precedent provided for in this Agreement Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent have been complied with. However, except that in the case of any such application or request demand as to which the furnishing of such documents is specifically required by any provision of this Agreement Indenture relating to such particular application or requestdemand, no additional certificate or opinion need be furnished. Except as otherwise specifically provided herein, each . (b) Each certificate or opinion provided for in this Indenture and delivered to the Trustee with respect to compliance with a condition or covenant provided for in this Agreement Indenture shall include (including one furnished pursuant to specific requirements of this Agreement relating to a particular application or request) shall include: (ai) a statement that each individual signing the Person making such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; condition; (bii) 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; and (ciii) a statement that, in the opinion of such Person, he has made such examination or investigation as is necessary to enable him 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 individualPerson, such condition or covenant has been complied with. Each opinion delivered to the Trustee hereunder may rely on the facts stated in an Officers’ Certificate delivered therewith.

Compliance Certificates and Opinions. Upon any application or request by the Depositor, the Seller, the Certificate Insurer or the Owners Company to the Trustee to take any action under any provision of this AgreementIndenture, the Depositor, the Seller, the Certificate Insurer or the Owners, as the case may be, Company shall furnish to the Trustee a certificate an Officers’ Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action have been complied with and, where appropriate as to matters of law, an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, 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 Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Except as otherwise specifically provided herein, each Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement (including one furnished pursuant to specific requirements of this Agreement relating to a particular application or request) Indenture shall include: (a1) a statement that each individual the Person signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (b2) 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; (3) a statement that, in the opinion of each such Person, such Person has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such condition or covenant has been complied with; and (c4) a statement as to whether, in the opinion of each such individualPerson, such condition or covenant has been complied with.

Compliance Certificates and Opinions. (a) Upon any application or request by the Depositor, the Seller, the Certificate Insurer or the Owners Company to the Trustee to take any action under any provision of this AgreementIndenture, the Depositor, the Seller, the Certificate Insurer or the Owners, as the case may be, Company shall furnish to the Trustee a certificate an Officers’ Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, 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 Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Except as otherwise specifically provided herein, each . (b) Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement Indenture (including one furnished other than pursuant to specific requirements of this Agreement relating to a particular application or requestSection 1006) shall include: (a1) a statement that each individual signing such certificate or opinion has read such condition or covenant or condition and the definitions herein relating thereto; (b2) 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; (3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such condition or covenant has been complied with; and (c4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Upon Except as otherwise expressly provided by this Agreement, upon any application or request by the Depositor, the Seller, the Certificate Insurer or the Owners Company to the Trustee Agent to take any action under any provision of this Agreement, the Depositor, the Seller, the Certificate Insurer or the Owners, as the case may be, Company shall furnish to the Trustee a certificate Agent an Officer's Certificate stating that all conditions precedent, if any, provided for in this Agreement relating to the proposed action have been complied with and, if reasonably requested by the Agent, an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent, if any, have been complied with, 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 Agreement relating to such particular application or request, no additional certificate or opinion need be furnished. Except as otherwise specifically provided herein, each Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement (including one furnished pursuant to specific requirements of this Agreement relating to a particular application or request) shall include: (a1) a statement that each individual Person signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (b2) 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; (3) a statement that, in the opinion of each such Person, he or she or it has made such examination or investigation as is necessary to enable such individual to express an informed opinion as to whether or not such covenant or condition has been complied with; and (c4) a statement as to whether, in the opinion of each such individualPerson, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Upon any application or request by the Depositor, the Seller, the Certificate Insurer or the Owners Issuer to the Indenture Trustee to take any action under any provision of this AgreementIndenture, the Depositor, the Seller, the Certificate Insurer or the Owners, as the case may be, shall Issuer will furnish to the Indenture Trustee a certificate (1) an Officer’s Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action have been complied with and (2) unless the Indenture Trustee waives the requirement of delivery, an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, 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 Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Except as otherwise specifically provided herein, each Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement (including one furnished pursuant to specific requirements of this Agreement relating to a particular application or request) shall Indenture will include: (a) a statement to the effect that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (b) 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; (c) a statement to the effect that such individual has made such examination or investigation as is necessary to express an informed opinion as to whether or not such covenant or condition has been complied with; and (cd) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Upon any application or request by the Depositor, the Seller, the Certificate Insurer or the Owners Company to the Trustee to take any action under any provision of this AgreementIndenture, the Depositor, the Seller, the Certificate Insurer or the Owners, as the case may be, Company shall furnish to the Trustee a certificate an Officers’ Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, 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 Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Except as otherwise specifically provided herein, each Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement Indenture (including one furnished other than certificates provided pursuant to specific requirements of this Agreement relating to a particular application or requestSection 12.02) shall include: (a1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (b2) 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; (3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (c4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Upon any application or request by the Depositor, the Seller, the Certificate Insurer or the Owners Company to the Trustee to take any action under any provision of this AgreementIndenture, the Depositor, the Seller, the Certificate Insurer or the Owners, as the case may be, Company shall furnish to the Trustee a certificate an Officers’ Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, 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 Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Except as otherwise specifically provided herein, each Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement Indenture (including one furnished other than pursuant to specific requirements of this Agreement relating to a particular application or requestSection 1005) shall include: (a1) a statement that each individual signing such certificate or opinion has read such condition or covenant or condition and the definitions herein relating thereto; (b2) 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; (3) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable such individual to express an informed opinion as to whether or not such condition or covenant has been complied with; and (c4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Upon Except as otherwise expressly provided in this Indenture, upon any application or request by the Depositor, the Seller, the Certificate Insurer or the Owners Company to the Trustee to take any action under any provision of this AgreementIndenture, the DepositorCompany shall, if requested by the SellerTrustee, the Certificate Insurer or the Owners, as the case may be, shall furnish to the Trustee a certificate an Officer's Certificate stating that in the opinion of the Authorized Officer executing such Officer's Certificate all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action (including any covenants compliance with which constitutes a condition precedent) have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, 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 Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Except as otherwise specifically provided herein, each Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement (including one furnished pursuant to specific requirements of this Agreement relating to a particular application or request) Indenture shall include: (a) a statement that each individual Person signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (b) 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; (c) a statement that, in the opinion of each such Person, such Person has made such examination or investigation as is necessary to enable such Person to express an informed opinion as to whether or not such covenant or condition has been complied with; and (cd) a statement as to whether, in the opinion of each such individualPerson, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Upon Except as otherwise expressly provided by this Agreement, upon any application or request by the Depositor, the Seller, the Certificate Insurer or the Owners Company to the Trustee Agent to take any action under any provision of this Agreement, the Depositor, the Seller, the Certificate Insurer or the Owners, as the case may be, Company shall furnish to the Trustee a certificate Agent an Officer's Certificate stating that all conditions precedent, if any, provided for in this Agreement relating to the proposed action have been complied with and, if requested by the Agent, an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent, if any, have been complied with, 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 Agreement relating to such particular application or request, no additional certificate or opinion need be furnished. Except as otherwise specifically provided herein, each Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement (including one furnished pursuant to specific requirements of this Agreement relating to a particular application or request) shall include: (a1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (b2) 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; (3) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable such individual to express an informed opinion as to whether or not such covenant or condition has been complied with; and (c4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Upon any application or request by the Depositor, the Seller, the Certificate Insurer or the Owners Issuer to the Indenture Trustee to take any action under any provision of this AgreementMaster Indenture or any Series Supplement, the Depositor, the Seller, the Certificate Insurer or the Owners, as the case may be, Issuer shall furnish to the Indenture Trustee a certificate an Officer’s Certificate stating that that, in the opinion of the signers thereof, all conditions precedent, if any, provided for in this Agreement Master Indenture and/or such Series Supplement relating to the proposed action have been complied with, and, if requested by the Indenture Trustee, an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent, if any, have been complied with, 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 Agreement Master Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Except as otherwise specifically provided herein, each Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement (including one furnished pursuant to specific requirements of this Agreement relating to a particular application Master Indenture, any Series Supplement or request) any Indenture Supplement shall include: (a) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein in this Master Indenture, such Series Supplement and/or such Indenture Supplement relating thereto; (b) 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; (c) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (cd) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Upon any application or request by the Depositor, the Seller, the Certificate Insurer or the Owners Company to the Trustee to take any action under any provision of this AgreementIndenture, the Depositor, the Seller, the Certificate Insurer or the Owners, as the case may be, Company shall furnish to the Trustee a certificate an Officers' Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture (including any covenant compliance with which constitutes a condition precedent) relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, 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 Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Except as otherwise specifically provided herein, each Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement (including one furnished pursuant to specific requirements of this Agreement relating to a particular application or request) Indenture shall include: (a1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (b2) 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; (3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (c4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Upon Except as otherwise expressly provided in this Indenture, upon any application or request by the Depositor, the Seller, the Certificate Insurer Company or the Owners Guarantor to the Trustee to take any action under any provision of this AgreementIndenture, the DepositorCompany and the Guarantor shall each, if requested by the SellerTrustee, the Certificate Insurer or the Owners, as the case may be, shall furnish to the Trustee a certificate an Officer's Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action (including any covenants compliance with which constitutes a condition precedent) have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, 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 Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Except as otherwise specifically provided herein, each Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement (including one furnished pursuant to specific requirements of this Agreement relating to a particular application or request) Indenture shall include: (a) a statement that each individual Person signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (b) 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; (c) a statement that, in the opinion of each such Person, such Person has made such examination or investigation as is necessary to enable such Person to express an informed opinion as to whether or not such covenant or condition has been complied with; and (cd) a statement as to whether, in the opinion of each such individualPerson, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Upon any application or request by the Depositor, the Seller, the Certificate Insurer or the Owners Company to the Trustee to take any action under any provision of this AgreementIndenture, the Depositor, the Seller, the Trustee shall be entitled to receive upon request an Opinion of Counsel and Officers’ Certificate Insurer or the Owners, as the case may be, shall furnish to the Trustee a certificate stating effect that all conditions precedent, if any, provided for in this Agreement relating the Indenture to the proposed such action have been complied with, except that . Each such certificate or opinion shall be given in the case form of an Officers’ Certificate, if to be given by an officer of the Company, or an Opinion of Counsel, if to be given by counsel, and shall comply with the requirements of the Trust Indenture Act and any such application or request as to which the furnishing of such documents is specifically required by any provision of other requirement set forth in this Agreement relating to such particular application or request, no additional certificate need be furnishedIndenture. Except as otherwise specifically provided herein, each Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement (including one furnished pursuant to specific requirements of this Agreement relating to a particular application or request) Indenture shall include: (a) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (b) 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; (c) a statement that, in the opinion of each such individual, such individual has made such examination or investigation as is necessary to enable such individual to express an informed opinion as to whether or not such covenant or condition has been complied with; and (cd) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Upon any application or request by the Depositor, the Seller, the Certificate Insurer or the Owners Company to the Trustee to take any action under any provision of this AgreementIndenture, the Depositor, the Seller, the Certificate Insurer or the Owners, as the case may be, Company shall furnish to the Trustee a certificate Trustee, if so requested by the Trustee, an Officers' Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, 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 Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Except as otherwise specifically provided herein, each Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement (including one furnished pursuant to specific requirements of this Agreement relating to a particular application or request) Indenture shall include: (a1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (b2) 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; (3) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and (c4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Upon Except as otherwise expressly provided in this Indenture, upon any application or request by the Depositor, the Seller, the Certificate Insurer or the Owners Company to the Trustee to take any action under any provision of this AgreementIndenture, the Depositor, the Seller, the Certificate Insurer or the Owners, as the case may be, Company shall furnish to the Trustee a certificate an Officers' Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents or any of them is specifically required by any provision of this Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Except as otherwise specifically provided herein, each Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement (including one furnished pursuant to specific requirements of this Agreement relating to a particular application or request) Indenture shall include: (a1) a statement that each the individual signing such certificate or opinion has read such condition or covenant or condition and the definitions herein relating thereto; (b2) 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; (3) a statement that, in the opinion of such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such condition or covenant has been complied with; and (c4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Upon any application or request by the Depositor, the Seller, the Certificate Insurer or the Owners Company to the Trustee to take any action under any provision of this AgreementIndenture, the Depositor, the Seller, the Certificate Insurer or the Owners, as the case may be, Company shall furnish to the Trustee a certificate an Officers' Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, 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 Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Except as otherwise specifically provided herein, each Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement Indenture (including one furnished pursuant to specific requirements of this Agreement relating to a particular application or requestcertificates provided for in Section 10.8) shall include: (a1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (b2) 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; (3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (c4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Upon any application or request by the Depositor, the Seller, the Certificate Insurer or the Owners Company to the Trustee to take any action under any provision of this AgreementIndenture, the Depositor, the Seller, the Certificate Insurer or the Owners, as the case may be, Company shall furnish to the Trustee a certificate an Officers' Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, 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 Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Except as otherwise specifically provided herein, each Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement Indenture (including one furnished certificates delivered pursuant to specific requirements of this Agreement relating to a particular application or requestSection 1006) shall include: (a1) a statement that each individual signing such certificate or opinion has read such condition or covenant or condition and the definitions herein relating thereto; (b2) 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; (3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such condition or covenant has been complied with; and (c4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Upon any application or request by the Depositor, the Seller, the Certificate Insurer or the Owners Company to the Trustee to take any action under any provision of this AgreementIndenture, the Depositor, the Seller, the Certificate Insurer or the Owners, as the case may be, Company shall furnish to the Trustee a certificate an Officers' Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, 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 Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Except as otherwise specifically provided herein, each Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement Indenture (including one furnished certificates delivered pursuant to specific requirements of this Agreement relating to a particular application or requestSection 1010) shall include: (a1) a statement that each individual signing such certificate or opinion has read such condition or covenant or condition and the definitions herein relating thereto; (b2) 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; (3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such condition or covenant has been complied with; and (c4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. (a) Upon any application or request demand by the Depositor, the Seller, the Certificate Insurer or the Owners Company to the Trustee to take any action under any provision of the provisions of this AgreementIndenture, the Depositor, the Seller, the Certificate Insurer or the Owners, as the case may be, Company shall furnish to the Trustee a certificate an Officers’ Certificate stating that all conditions precedent, if any, precedent provided for in this Agreement Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent have been complied with, except that in the case of any such application or request demand as to which the furnishing of such documents is specifically required by any provision of this Agreement Indenture relating to such particular application or requestdemand, no additional certificate or opinion need be furnished. Except as otherwise specifically provided herein, each . (b) Each certificate or opinion provided for in this Indenture and delivered to the Trustee with respect to compliance with a condition or covenant provided for in this Agreement Indenture shall include (including one furnished pursuant to specific requirements of this Agreement relating to a particular application or request) shall include: (ai) a statement that each individual signing the Person making such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; condition; (bii) 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; and (ciii) a statement that, in the opinion of such Person, he has made such examination or investigation as is reasonably necessary to enable him 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 individualPerson, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Upon any application or request by the Depositor, the Seller, the Certificate Insurer or the Owners Company to the Trustee to take any action under any provision of this AgreementIndenture, the Depositor, the Seller, the Certificate Insurer or the Owners, as the case may be, Company shall furnish to the Trustee a certificate an Officers' Certificate stating that all conditions precedent, if anyany (including any covenants compliance with which constitutes a condition precedent), provided for in this Agreement Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such Counsel all such conditions precedent, if any (including any covenants compliance with which constitutes a condition precedent), have been complied with, 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 Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Except as otherwise specifically provided herein, each Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement Indenture (including one furnished other than annual statements of compliance provided pursuant to specific requirements of this Agreement relating to a particular application or requestSection 10.04) shall include: (a) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (b) 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; (c) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (cd) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Upon any application or request by the Depositor, the Seller, the Certificate Insurer or the Owners Company to the Trustee to take any action under any provision of this AgreementIndenture, the Depositor, the Seller, the Certificate Insurer or the Owners, as the case may be, Company shall furnish to the Trustee a certificate an Officers’ Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, 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 Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Except as otherwise specifically provided herein, each Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement Indenture (including one furnished other than pursuant to specific requirements of this Agreement relating to a particular application or requestSection 10.05) shall include: (a1) a statement that each individual signing such certificate or opinion has read such condition or covenant or condition and the definitions herein relating thereto; (b2) 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; (3) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable such individual to express an informed opinion as to whether or not such condition or covenant has been complied with; and (c4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Upon any application or request by the Depositor, the Seller, the Certificate Insurer or the Owners Company to the Trustee to take any action under any provision of this AgreementIndenture, the Depositor, the Seller, the Certificate Insurer or the Owners, as the case may be, Company shall furnish to the Trustee a certificate an Officers’ Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, 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 Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Except as otherwise specifically provided herein, each Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement Indenture (including one furnished certificates delivered pursuant to specific requirements of this Agreement relating to a particular application or requestSection 1011) shall include: (a1) a statement that each individual signing such certificate or opinion has read such condition or covenant or condition and the definitions herein relating thereto; (b2) 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; (3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such condition or covenant has been complied with; and (c4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. (a) Upon any application or request by the Depositor, the Seller, the Certificate Insurer or the Owners Issuers to the Trustee to take any action under any provision of this AgreementSupplemental Indenture, the Depositor, the Seller, the Certificate Insurer or the Owners, as the case may be, Issuers shall furnish to the Trustee a certificate an Officers’ Certificate stating that all conditions precedent, if any, provided for in this Agreement Supplemental Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, 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 Agreement Supplemental Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Except as . (b) Unless expressly otherwise specifically specified with respect to any certificate or opinion provided hereinfor in this Supplemental Indenture, each every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement Supplemental Indenture (including one furnished other than annual certificates provided pursuant to specific requirements of this Agreement relating to a particular application or requestSection 10.04) shall include: (ai) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (bii) 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 individual, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfied; and (civ) a statement as to whetherwhether or not, in the opinion of each such individual, such condition or covenant has been complied withsatisfied.

Compliance Certificates and Opinions. Upon Except as otherwise expressly provided by this Indenture, upon any application or request by the Depositor, the Seller, the Certificate Insurer or the Owners Company to the Trustee to take any action under any provision of this AgreementIndenture, the Depositor, the Seller, the Certificate Insurer or the Owners, as the case may be, Company shall furnish to the Trustee a certificate an Officers' Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, 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 Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Except as otherwise specifically provided herein, each Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement (including one furnished pursuant to specific requirements of this Agreement relating to a particular application or request) Indenture shall include: (a1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (b2) 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; (3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (c4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Upon any application or request by the Depositor, the Seller, the Certificate Insurer or the Owners Issuer to the Indenture Trustee to take any action under any provision of this AgreementIndenture, the Depositor, the Seller, the Certificate Insurer or the Owners, as the case may be, shall Issuer will furnish to the Indenture Trustee a certificate (i) an Officer's Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action have been complied with and (ii) an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, 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 Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Except The Indenture Trustee may rely, as otherwise specifically provided hereinto authorization by the Issuer of any class of Notes, each the form and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other documents delivered pursuant to Section 310 and this Section, as applicable, in connection with the first authentication of Notes of such class. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement Indenture (including one furnished pursuant to specific requirements of this Agreement relating to a particular application or requestexcept for the written statement required by Section 1104) shall will include: (a) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (b) 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; (c) a statement that such individual has made such examination or investigation as is necessary to express an informed opinion as to whether or not such covenant or condition has been complied with; and (cd) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Upon any application or request by the Depositor, the Seller, the Certificate Insurer or the Owners Company to the Trustee to take any action under any provision of this AgreementIndenture, the Depositor, the Seller, the Certificate Insurer or the Owners, as the case may be, Company shall furnish to the Trustee a certificate an Officers' Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, 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 Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Except as otherwise specifically provided herein, each Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement Indenture (including one furnished other than pursuant to specific requirements of this Agreement relating to a particular application or requestSections 2.3 and 9.7) shall include: (a1) a statement that each individual signing such certificate or opinion has read such condition or covenant or condition and the definitions herein relating thereto; (b2) 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; (3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such condition or covenant has been complied with; and (c4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Upon Except as otherwise expressly provided by this Agreement, upon any application or request by the Depositor, the Seller, the Certificate Insurer or the Owners Company to the Trustee Agent to take any action under any provision of this Agreement, the Depositor, the Seller, the Certificate Insurer or the Owners, as the case may be, Company shall furnish to the Trustee a certificate Agent an Officer's Certificate stating that all conditions precedent, if any, provided for in this Agreement relating to the proposed action have been complied with and, if requested by the Agent, an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent, if any, have been complied with, 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 Agreement relating to such particular application or request, no additional certificate or opinion need be furnished. Except as otherwise specifically provided herein, each Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement (including one furnished pursuant to specific requirements of this Agreement relating to a particular application or request) shall include: (a1) a statement that each individual Person signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (b2) 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; (3) a statement that, in the opinion of each such Person, he or she or it has made such examination or investigation as is necessary to enable such individual to express an informed opinion as to whether or not such covenant or condition has been complied with; and (c4) a statement as to whether, in the opinion of each such individualPerson, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Upon any application or request by the Depositor, the Seller, the Certificate Insurer or the Owners Issuer to the Trustee to take or refrain from taking any action under any provision of this AgreementIndenture, the Depositor, the Seller, the Certificate Insurer or the Owners, as the case may be, Issuer shall furnish to the Trustee a certificate an Officer’s Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture (including any covenant compliance with which constitutes a condition precedent) relating to the proposed action have been complied with and, other than in connection with the addition of a new Guarantor or parent guarantor, an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, 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 Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Except as otherwise specifically provided herein, each Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement Indenture (including one furnished other than pursuant to specific requirements of this Agreement relating to a particular application or requestSection 1008(a)) shall include: (a1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (b2) 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; (3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (c4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. (a) Upon any application or request by the Depositor, the Seller, the Certificate Insurer or the Owners Issuers to the Trustee to take any action under any provision of this AgreementIndenture, the Depositor, the Seller, the Certificate Insurer or the Owners, as the case may be, Issuers shall furnish to the Trustee a certificate an Officers’ Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, 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 Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Except as . (b) Unless expressly otherwise specifically specified with respect to any certificate or opinion provided hereinfor in this Indenture, each every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement Indenture (including one furnished other than annual certificates provided pursuant to specific requirements of this Agreement relating to a particular application or requestSection 10.04) shall include: (ai) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (bii) 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 individual, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfied; and (civ) a statement as to whetherwhether or not, in the opinion of each such individual, such condition or covenant has been complied withsatisfied.

Compliance Certificates and Opinions. Upon any application or request by the Depositor, the Seller, the Certificate Insurer or the Owners Company to the Trustee to take any action under any provision of this AgreementIndenture, the Depositor, the Seller, the Certificate Insurer or the Owners, as the case may be, Company shall furnish to the Trustee a certificate an Officers’ Certificate stating that there has been compliance with all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action have and an Opinion of Counsel stating that in the opinion of such counsel there has been complied withcompliance with all such conditions precedent, if any, 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 Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Except as otherwise specifically provided herein, each Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement Indenture (including one furnished pursuant to specific requirements of this Agreement relating to a particular application or requestcertificates provided for in Section 10.8) shall include: (a1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (b2) 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; (3) a statement that, in the opinion of such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not there has been compliance with such covenant or condition; and (c4) a statement as to whether, in the opinion of each such individual, there has been compliance with such condition or covenant has been complied withcovenant.

Compliance Certificates and Opinions. Upon any application or request by the Depositor, the Seller, the Certificate Insurer or the Owners Company to the Trustee to take any action under any provision of this AgreementIndenture, the Depositor, the Seller, the Certificate Insurer or the Owners, as the case may be, Company shall furnish to the Trustee a certificate an Officer's Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, 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 Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Except as otherwise specifically provided herein, each Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement Indenture (including one furnished certificates delivered pursuant to specific requirements of this Agreement relating to a particular application or requestSection 1009) shall include: (a1) a statement that each individual signing such certificate or opinion has read such condition or covenant or condition and the definitions herein relating thereto; (b2) 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; (3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such condition or covenant has been complied with; and (c4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Upon any application or request by the Depositor, the Seller, the Certificate Insurer or the Owners Company to the Trustee to take any action under any provision of this AgreementIndenture, the Depositor, the Seller, the Certificate Insurer or the Owners, as the case may be, Company shall furnish to the Trustee a certificate (a) an Officers' Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action have been complied with and (b) an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, 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 Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Except as otherwise specifically provided herein, each Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement (including one furnished pursuant to specific requirements of this Agreement relating to a particular application or request) Indenture shall include: (ai) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (bii) 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 individual, he or she has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (civ) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Upon any application or request by the Depositor, the Seller, the Certificate Insurer or the Owners Company to the Trustee to take any action under any provision of this AgreementIndenture, the Depositor, the Seller, the Certificate Insurer or the Owners, as the case may be, Company shall furnish to the Trustee a certificate an Officers' Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, 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 Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Except as otherwise specifically provided herein, each Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement Indenture (including one furnished pursuant to specific requirements of this Agreement relating to a particular application or requestcertificates provided for in Section 10.9) shall include: (a1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (b2) 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; (3) a statement that, in the opinion of such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (c4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Upon any application or request by the Depositor, the Seller, the Certificate Insurer or the Owners Company to the Trustee to take any action under any provision of this AgreementIndenture, the Depositor, the Seller, the Certificate Insurer or the Owners, as the case may be, Company shall furnish to the Trustee a certificate an Officers’ Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, 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 Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Except as otherwise specifically provided herein, each Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement Indenture (including one furnished other than annual certificates provided pursuant to specific requirements of this Agreement relating to a particular application or requestSection 9.04) shall include: (a1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (b2) 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; (3) a statement that, in the opinion of each such individual, he/she has made such examination or investigation as is necessary to enable him/her to express an informed opinion as to whether or not such covenant or condition has been complied with; and (c4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Upon any application or request by the Depositor, the Seller, the Certificate Insurer or the Owners Company to the Trustee to take any action under any provision of this AgreementIndenture, the Depositor, the Seller, the Certificate Insurer or the Owners, as the case may be, Company shall furnish to the Trustee a certificate an Officer’s Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, 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 Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Except as otherwise specifically provided herein, each Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement Indenture (including one furnished pursuant to specific requirements of this Agreement relating to a particular application or requestexcept for certificates provided for in Section 1004) shall include: (a1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (b2) 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; (3) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and (c4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Upon any application or request by the Depositor, the Seller, the Certificate Insurer or the Owners Company to the Trustee to take any action under any provision of this AgreementIndenture, the Depositor, the Seller, the Certificate Insurer or the Owners, as the case may be, Company shall furnish to the Trustee a certificate an Officers' Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, 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 Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Except as otherwise specifically provided herein, each Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement Indenture (including one furnished other than pursuant to specific requirements of this Agreement relating to a particular application or requestSections 2.3, 3.3 and 9.7) shall include: (a1) a statement that each individual signing such certificate or opinion has read such condition or covenant or condition and the definitions herein relating thereto; (b2) 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; (3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such condition or covenant has been complied with; and (c4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Upon any application or request by the Depositor, the Seller, the Certificate Insurer or the Owners Company to the Trustee to take any action under any provision of this AgreementIndenture (other than delivery of any Security to the Trustee for authentication pursuant to Section 3.03), the Depositor, the Seller, the Certificate Insurer or the Owners, as the case may be, Company shall furnish to the Trustee a such certificates and opinions as may be required under the Trust Indenture Act. Each such certificate stating that all conditions precedentor opinion shall be given in the form of an Officers' Certificate, if anyto be given by an officer of the Company, provided for or an Opinion of Counsel, if to be given by counsel, and shall comply with the requirements of the Trust Indenture Act and any other requirements set forth in this Agreement relating to the proposed action have been complied with, except that in Indenture. 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 Agreement Indenture relating to such particular application or request, however, no additional certificate or opinion need be furnished. Except as otherwise specifically provided herein, each Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement Indenture (including one furnished other than pursuant to specific requirements of this Agreement relating to a particular application or requestSection 10.06) shall include: (a1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (b2) 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; (3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (c4) a statement as to whetherwhether or not, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Upon any application or request by the Depositor, the Seller, the Certificate Insurer or the Owners Issuer to the Trustee to take any action under any provision of this AgreementIndenture, the Depositor, the Seller, the Certificate Insurer or the Owners, as the case may be, Issuer shall furnish to the Trustee a certificate an Officer’s Certificate stating that that, in the opinion of the signer thereof in his or her capacity as such, all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action have been complied with, and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent, if any, have been complied with, except that 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 Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Except as otherwise specifically provided herein, each Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement Indenture (including one furnished other than a certificate provided pursuant to specific requirements of this Agreement relating to a particular application Section 5.3) or request) any indenture supplemental hereto shall include: (a) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein in this Indenture relating thereto; (b) 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; (c) a statement that, in the opinion of each such individual in his or her capacity as such, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and (cd) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Upon any application or request by the Depositor, the Seller, the Certificate Insurer or the Owners Company to the Trustee to take any action under any provision of this AgreementIndenture, the Depositor, the Seller, the Certificate Insurer or the Owners, as the case may be, Company shall furnish to the Trustee a certificate an Officers’ Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, 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 Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Except as otherwise specifically provided herein, each Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement Indenture (including one furnished other than pursuant to specific requirements of this Agreement relating to a particular application or requestSection 10.05) shall include: (a) a statement that each individual signing such certificate or opinion has read such condition or covenant or condition and the definitions herein relating thereto; (b) 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; (c) a statement that such individual signing the certificate or opinion has made such examination or investigation as is necessary to enable such individual to express an informed opinion as to whether or not such condition or covenant has been complied with; and (cd) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Upon Except as otherwise expressly provided by this Indenture, upon any application or request by the Depositor, the Seller, the Certificate Insurer or the Owners Company to the Trustee to take any action under any provision of this AgreementIndenture, the Depositor, the Seller, the Certificate Insurer or the Owners, as the case may be, Company shall furnish to the Trustee a certificate an Officers' Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, 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 Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Except as otherwise specifically provided herein, each Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement (including one furnished pursuant to specific requirements of this Agreement relating to a particular application or request) Indenture shall include: (a1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (b2) 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; (3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (c4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Upon Except as otherwise expressly provided by this Indenture, upon any application or request by the Depositor, the Seller, the Certificate Insurer or the Owners Company to the Trustee to take any action under any provision of this AgreementIndenture, the Depositor, the Seller, the Certificate Insurer or the Owners, as the case may be, Company shall furnish to the Trustee a certificate an Officers’ Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, 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 Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Except as otherwise specifically provided herein, each Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement (including one furnished pursuant to specific requirements of this Agreement relating to a particular application or request) Indenture shall include: (a1) a statement that each individual Person signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (b2) 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; (3) a statement that, in the opinion of each such Person, such Person has made such examination or investigation as is necessary to enable such Person to express an informed opinion as to whether or not such covenant or condition has been complied with; and (c4) a statement as to whether, in the opinion of each such individualPerson, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Upon any application or request by the Depositor, the Seller, the Certificate Insurer or the Owners Company to the Trustee to take any action under any provision of this AgreementIndenture, the Depositor, the Seller, the Certificate Insurer or the Owners, as the case may be, Company shall furnish to the Trustee a certificate an Officers' Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, 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 Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Except as otherwise specifically provided herein, each Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement Indenture (including one furnished other than certificates provided pursuant to specific requirements of this Agreement relating to a particular application or requestSection 1004) shall include: (a1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (b2) 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; (3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (c4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Upon any application or request by the Depositor, the Seller, the Certificate Insurer Partnership or the Owners any Guarantor to the Trustee to take or refrain from taking any action under any provision of this AgreementIndenture, the Depositor, the Seller, the Certificate Insurer or the Owners, as the case may be, Partnership shall furnish to the Trustee a certificate an Officers' Certificate in form and substance reasonably satisfactory to the Trustee stating that that, in the opinion of the signers, all conditions precedentprecedent and covenants, if any, provided for in this Agreement Indenture relating to the proposed action have been complied with, except that and an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee stating that, in the case of any such application or request as to which the furnishing opinion of such documents is specifically required by any provision of this Agreement relating to counsel, all such particular application or request, no additional certificate need be furnishedconditions precedent have been complied with. Except as otherwise specifically provided herein, each Each such certificate or opinion shall be given in the form of an Officers' Certificate, if to be given by officers of the General Partner or any Guarantor, or an Opinion of Counsel, if to be given by counsel, and shall comply with respect to compliance with a condition the requirements of the Trust Indenture Act and any other requirements set forth in this Indenture. Every Officers' Certificate or covenant Opinion of Counsel (except for certificates provided for in this Agreement (including one furnished pursuant to specific requirements of this Agreement relating to a particular application or requestSections 1004 and 1009) shall include: (a1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (b2) 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; (3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (c4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Upon any application or request by the Depositor, the Seller, the Certificate Insurer or the Owners Company to the Trustee to take any action under any provision of this AgreementIndenture, the Depositor, Company and any Guarantor (if applicable) and any other obligor on the Seller, the Certificate Insurer or the Owners, as the case may be, Notes (if applicable) shall furnish to the Trustee a certificate an Officers’ Certificate in form and substance reasonably acceptable to the Trustee stating that all conditions precedent, if any, provided for in this Agreement Indenture (including any covenant compliance with which constitutes a condition precedent) relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents an Officers’ Certificate and an Opinion of Counsel is specifically required by any provision of this Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Except as otherwise specifically provided herein, each Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement Indenture (including one furnished without limitation certificates provided pursuant to specific requirements of this Agreement relating to a particular application or requestSection 1018(a)) shall include: (a1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (b2) 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; (3) a statement that, in the opinion of each such individual or such firm, he or it has made such examination or investigation as is necessary to enable him or it to express an informed opinion as to whether or not such covenant or condition has been complied with; and (c4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Upon any application or request by the Depositor, the Seller, the Certificate Insurer or the Owners Company to the Trustee to take any action under any provision of this AgreementIndenture, the Depositor, Company and each other obligor on the Seller, the Certificate Insurer or the Owners, as the case may be, Notes shall furnish to the Trustee an Officers’ Certificate in a certificate form and substance reasonably acceptable to the Trustee stating that all conditions precedent, if any, provided for in this Agreement Indenture (including any covenant compliance which constitutes a condition precedent) relating to the proposed action have been complied with and an Opinion of Counsel in a form and substance reasonably acceptable to the Trustee stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that that, in the case of any such application or request as to which the furnishing of such documents any certificates and/or opinions is specifically required by any provision of this Agreement Indenture, relating to such particular application or request, no additional certificate or opinion need be furnished. Except as otherwise specifically provided herein, each Every certificate or opinion Opinion of Counsel with respect to compliance with a condition or covenant provided for in this Agreement (including one furnished pursuant to specific requirements of this Agreement relating to a particular application or request) Indenture shall include: (a) a statement to the effect that each individual or firm signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (b) 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; (c) a statement to the effect that, in the opinion of each such individual or such firm, he has made such examination or investigation as is necessary to enable him or them to express an informed opinion as to whether or not such covenant or condition has been complied with; and (cd) a statement as to whether, in the opinion of each such individualindividual or such firm, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Upon Except as otherwise expressly provided in or under this Indenture, upon any application or request by the Depositor, the Seller, the Certificate Insurer or the Owners Company to the Trustee to take any action under any provision of this AgreementIndenture, the Depositor, the Seller, the Certificate Insurer or the Owners, as the case may be, shall Company will furnish to the Trustee a certificate an Officers’ Certificate stating that that, in the opinion of the signers, all conditions precedent (including covenants compliance with which constitutes a condition precedent), if any, provided for in this Agreement Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent (including covenants compliance with which constitutes a condition precedent), if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents or any of them is specifically required by any provision of this Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Except as otherwise specifically provided herein, each Each certificate or opinion with respect to which compliance with a condition or covenant provided for in this Agreement Indenture (including one furnished pursuant to specific requirements other than an Officers’ Certificate provided under Section 907) must comply with the provisions of this Agreement relating to a particular application or requestSection 314(e) shall of the Trust Indenture Act and must include: (a1) a statement that each individual signing the person making such certificate or opinion has read such covenant or condition and the definitions herein relating theretocondition; (b2) 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; (3) a statement that, in the opinion of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such condition has been satisfied; and (c4) a statement as to whetherwhether or not, in the opinion of each such individualperson, such condition or covenant has been complied withsatisfied.

Compliance Certificates and Opinions. Upon any application or request by the Depositor, the Seller, the Certificate Insurer or the Owners Company to the Trustee to take any action under any provision of this AgreementIndenture, the Depositor, the Seller, the Certificate Insurer or the Owners, as the case may be, Company shall furnish to the Trustee a certificate an Officers' Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action have been complied with and Opinion of Counsel stating that in the opinion of such Counsel all such conditions precedent, if any, have been complied with, 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 Agreement Indenture relating to such particular application or request, request no additional certificate or opinion need be furnished. Except as otherwise specifically provided hereinIn the case of conditions precedent compliance with which is subject to verification by accountants, each the Company shall furnish to the Trustee a certificate or opinion of an accountant, chosen and subject to Section 314 (c)(3) of the TIA. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement (including one furnished pursuant to specific requirements of this Agreement relating to a particular application or request) Indenture shall include: (a1) a statement that each individual Person signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (b2) 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; (3) a statement that, in the opinion of each such Person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and (c4) a statement as to whether, in the opinion of each such individualPerson, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Upon any application or request by the Depositor, the Seller, the Certificate Insurer or the Owners Company to the Trustee to take any action under any provision of this AgreementIndenture, the Depositor, the Seller, the Certificate Insurer or the Owners, as the case may be, Company shall furnish to the Trustee a certificate an Officer’s Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, 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 Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Except as otherwise specifically provided herein, each Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement Indenture (including one furnished other than pursuant to specific requirements of this Agreement relating to a particular application or requestSection 1005) shall include: (a1) a statement that each individual signing such certificate or opinion has read such condition or covenant or condition and the definitions herein relating thereto; (b2) 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; (3) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable such individual to express an informed opinion as to whether or not such condition or covenant has been complied with; and (c4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Upon Except as otherwise expressly provided by this Agreement, upon any application or request by the Depositor, the Seller, the Certificate Insurer or the Owners Company to the Trustee Agent to take any action under any provision of this Agreement, the Depositor, the Seller, the Certificate Insurer or the Owners, as the case may be, Company shall furnish to the Trustee Agent a certificate Company Certificate stating that all conditions precedent, if any, provided for in this Agreement relating to the proposed action have been complied with and, if requested by the Agent, an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent, if any, have been complied with, 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 Agreement relating to such particular application or request, no additional certificate or opinion need be furnished. Except as otherwise specifically provided herein, each Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement (including one furnished pursuant to specific requirements of this Agreement relating to a particular application or request) shall include: (a1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (b2) 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; (3) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable such individual to express an informed opinion as to whether or not such covenant or condition has been complied with; and (c4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Upon Except as otherwise expressly provided in this Indenture, upon any application or request by the Depositor, the Seller, the Certificate Insurer or the Owners Company to the Trustee to take any action under any provision of this AgreementIndenture, the DepositorCompany shall, if requested by the SellerTrustee, the Certificate Insurer or the Owners, as the case may be, shall furnish to the Trustee a certificate an Officer's Certificate stating that in the opinion of the Person signing such Officer's Certificate all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action (including any covenants compliance with which constitutes a condition precedent) have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, 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 Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Except as otherwise specifically provided herein, each Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement (including one furnished pursuant to specific requirements of this Agreement relating to a particular application or request) Indenture shall include: (a) a statement that each individual Person signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (b) 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; (c) a statement that, in the opinion of each such Person, such Person has made such examination or investigation as is necessary to enable such Person to express an informed opinion as to whether or not such covenant or condition has been complied with; and (cd) a statement as to whether, in the opinion of each such individualPerson, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Upon any application or request by the Depositor, the Seller, the Certificate Insurer or the Owners Issuer to the Trustee to take any action under any provision of this AgreementIndenture, the Depositor, the Seller, the Certificate Insurer or the Owners, as the case may be, Issuer shall furnish to the Trustee a certificate an Officers’ Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, 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 Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Except as otherwise specifically provided herein, each Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement Indenture (including one furnished certificates delivered pursuant to specific requirements of this Agreement relating to a particular application or requestSection 1111) shall include: (a1) a statement that each individual signing such certificate or opinion has read such condition or covenant or condition and the definitions herein relating thereto; (b2) 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; (3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such condition or covenant has been complied with; and (c4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Upon Unless otherwise provided herein, upon any application or request by the Depositor, the Seller, the Certificate Insurer or the Owners Company to the Trustee to take any action under any provision of this AgreementIndenture, the Depositor, the Seller, the Certificate Insurer or the Owners, as the case may be, Company shall furnish to the Trustee a certificate an Officers’ Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action have been complied with, except with and an Opinion of Counsel stating that in the case of any such application or request as to which the furnishing opinion of such documents is specifically required by any provision of this Agreement relating to counsel all such particular application or requestconditions precedent, if any, have been complied with and, unless otherwise provided herein, no additional certificate or opinion need be furnished. Except as otherwise specifically provided herein, each Every certificate or opinion opinion, other than the Officers’ Certificate called for by Section 10.07, with respect to compliance with a condition or covenant provided for in this Agreement (including one furnished pursuant to specific requirements of this Agreement relating to a particular application or request) Indenture shall include: (a) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (b) 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; (c) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (cd) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Upon any application or request by the Depositor, the Seller, the Certificate Insurer or the Owners Company to the Trustee to take any action under any provision of this AgreementIndenture, the Depositor, the Seller, the Certificate Insurer or the Owners, as the case may be, Company shall furnish to the Trustee a certificate an Officer’s Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, 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 Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnishedfurnished by the Company. Except as otherwise specifically provided herein, each Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement Indenture (including one furnished pursuant to specific requirements of this Agreement relating to a particular application or requestexcept for certificates provided for in Section 1007) shall include: (a1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (b2) 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; (3) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and (c4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Upon any application or request by the Depositor, the Seller, the Certificate Insurer or the Owners Company to the Trustee to take any action under any provision of this AgreementIndenture, the Depositor, the Seller, the Certificate Insurer or the Owners, as the case may be, Company shall furnish to the Trustee a certificate an Officers’ Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, 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 Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Except as otherwise specifically provided herein, each Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement Indenture (including one furnished other than certificates provided pursuant to specific requirements of this Agreement relating to a particular application or requestSection 11.2) shall include: (a1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (b2) 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; (3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (c4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with. Every such certificate or opinion provided under this Indenture shall be without personal recourse to the individual executing the same and may include an express statement to such effect.

Compliance Certificates and Opinions. Upon any application or request by the Depositor, the Seller, the Certificate Insurer or the Owners Company to the Trustee to take any action under any provision of this AgreementIndenture, the Depositor, the Seller, the Certificate Insurer or the Owners, as the case may be, Company shall furnish to the Trustee a certificate an Officers’ Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent, if any, have been complied with, 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 Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Except as otherwise specifically provided herein, each Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement (including one furnished pursuant to specific requirements of this Agreement relating to a particular application or request) Indenture shall include: (a1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (b2) 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; (3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (c4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Upon Except as otherwise expressly provided by this Indenture, upon any application or request by the Depositor, the Seller, the Certificate Insurer or the Owners Company to the Trustee to take any action under any provision of this AgreementIndenture, the DepositorCompany and Guarantors, the Seller, the Certificate Insurer or the Owners, as the case may beif applicable, shall furnish to the Trustee a such certificates and opinions as may be required under the Trust Indenture Act. Each such certificate stating that all conditions precedentor opinion shall be given in the form of an Officers’ Certificate, if anyto be given by an officer of the Company or Guarantor, provided for or an Opinion of Counsel, if to be given by counsel, and shall comply with the requirements of the Trust Indenture Act and any other requirements set forth in this Agreement relating to the proposed action have been complied with, 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 Agreement relating to such particular application or request, no additional certificate need be furnishedIndenture. Except as otherwise specifically provided herein, each Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement Indenture (including one furnished other than pursuant to specific requirements of this Agreement relating to a particular application or requestSection 10.4) shall include:, (a1) a statement that each individual Person signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (b2) 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; (3) a statement that, in the opinion of each such Person, such Person has made such examination or investigation as is necessary to enable such Person to express an informed opinion as to whether or not such covenant or condition has been complied with; and (c4) a statement as to whether, in the opinion of each such individualPerson, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Upon any application or request by the Depositor, the Seller, the Certificate Insurer or the Owners Company to the Trustee to take any action under any provision of this AgreementIndenture, the Depositor, the Seller, the Certificate Insurer or the Owners, as the case may be, Company shall furnish to the Trustee a certificate an Officers' Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture (including any covenant compliance with which constitutes a condition precedent) relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that 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 Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Except as otherwise specifically provided herein, each Every certificate or opinion (other than the certificates required by Section 4.05(a) hereof) with respect to compliance with a condition or covenant provided for in this Agreement (including one furnished pursuant to specific requirements Indenture shall comply with the provisions of this Agreement relating to a particular application or requestTIA 314(e) and shall include: (a) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (b) 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; (c) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and (cd) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Upon any application or request by the Depositor, the Seller, the Certificate Insurer or the Owners Company to the Trustee to take any action under any provision of this AgreementIndenture, the Depositor, the Seller, the Certificate Insurer or the Owners, as the case may be, Company shall furnish to the Trustee a certificate an Officers’ Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, 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 Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Except as otherwise specifically provided herein, each Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement (including one furnished Indenture, other than pursuant to specific requirements of this Agreement relating to a particular application or request) section 10.06, shall include: (a1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (b2) 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; (3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (c4) a statement as to whetherwhether or not, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Upon any application or request by the Depositor, the Seller, the Certificate Insurer or the Owners Company to the Trustee to take any action under any provision of this AgreementIndenture, the Depositor, the Seller, the Certificate Insurer or the Owners, as the case may be, Company shall furnish to the Trustee a certificate an Officers' Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, 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 Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Except as otherwise specifically provided herein, each Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement (including one furnished Indenture, other than pursuant to specific requirements of this Agreement relating to a particular application or request) section 10.06, shall include: (a1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (b2) 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; (3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (c4) a statement as to whetherwhether or not, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Upon Except as otherwise expressly provided by this Agreement, upon any application or request by the Depositor, the Seller, the Certificate Insurer or the Owners Company to the Trustee Agent to take any action under in accordance with any provision of this Agreement, the Depositor, the Seller, the Certificate Insurer or the Owners, as the case may be, Company shall furnish to the Trustee a certificate Agent an Officers' Certificate stating that all conditions precedent, if any, provided for in this Agreement relating to the proposed action have been complied with and, if requested by the Agent, an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent, if any, have been complied with, 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 Agreement relating to such particular application or request, no additional certificate or opinion need be furnished. Except as otherwise specifically provided herein, each Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement (including one furnished pursuant to specific requirements of this Agreement relating to a particular application or request) shall include: (a1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (b2) 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; (3) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable such individual to express an informed opinion as to whether or not such covenant or condition has been complied with; and (c4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Upon any application or request by the Depositor, the Seller, the Certificate Insurer or the Owners Company to the Trustee to take any action under any provision of this AgreementIndenture, the Depositor, Company and any Guarantor (if applicable) and any other obligor on the Seller, the Certificate Insurer or the Owners, as the case may be, Notes (if applicable) shall furnish to the Trustee a certificate an Officers' Certificate in form and substance reasonably acceptable to the Trustee stating that all conditions precedent, if any, provided for in this Agreement Indenture (including any covenant compliance with which constitutes a condition precedent) relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents an Officers' Certificate and an Opinion of Counsel is specifically required by any provision of this Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Except as otherwise specifically provided herein, each Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement Indenture (including one furnished certificates provided pursuant to specific requirements of this Agreement relating to a particular application or requestSection 1018(a)) shall include: (a1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (b2) 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; (3) a statement that, in the opinion of each such individual or such firm, he or it has made such examination or investigation as is necessary to enable him or it to express an informed opinion as to whether or not such covenant or condition has been complied with; and (c4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Upon any application or request by the Depositor, the Seller, the Certificate Insurer or the Owners Company to the Trustee to take any action under any provision of this AgreementIndenture, the Depositor, the Seller, the Certificate Insurer or the Owners, as the case may be, Company shall furnish to the Trustee a certificate an Officers’ Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, 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 Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Except as otherwise specifically provided herein, each Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement Indenture (including one furnished other than certificates provided pursuant to specific requirements of this Agreement relating to a particular application or request) Section 10.4 shall include: (ai) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (bii) 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 individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (civ) a statement as to whetherwhether or not, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Upon any application or request by the Depositor, the Seller, the Certificate Insurer or the Owners Company to the Trustee to take any action under any provision of this AgreementIndenture, the Depositor, the Seller, the Certificate Insurer or the Owners, as the case may be, Company shall furnish to the Trustee a certificate an Officers’ Certificate stating that all conditions precedent, if anyany (including any covenants compliance with which constitutes a condition precedent), provided for in this Agreement Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such Counsel all such conditions precedent, if any (including any covenants compliance with which constitutes a condition precedent), have been complied with, 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 Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Except as otherwise specifically provided herein, each Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement Indenture (including one furnished other than annual statements of compliance provided pursuant to specific requirements of this Agreement relating to a particular application or requestSection 10.04) shall include: (a) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (b) 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; (c) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (cd) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Upon any application or request by the Depositor, the Seller, the Certificate Insurer or the Owners Company to the Trustee to take any action under any provision of this AgreementIndenture, the Depositor, the Seller, the Certificate Insurer or the Owners, as the case may be, Company shall furnish to the Trustee a certificate an Officers’ Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such Counsel all such conditions precedent, if any, have been complied with, 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 Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Except as otherwise specifically provided herein, each Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement Indenture (including one furnished pursuant to specific requirements of this Agreement relating to a particular application or requestexcept for the written statement required by Section 1004) shall include: (a1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (b2) 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; (3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (c4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Upon Except as otherwise expressly provided by this Indenture, upon any application or request by the Depositor, the Seller, the Certificate Insurer Company or the Owners Guarantor to the Trustee to take any action under any provision of this AgreementIndenture (other than in connection with the delivery of any Security offered in a Periodic Offering to the Trustee for authentication pursuant to Section 303), the Depositor, the Seller, the Certificate Insurer Company or the OwnersGuarantor, as the case may be, shall furnish to the Trustee a certificate an Officer's Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, 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 Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Except as otherwise specifically provided herein, each Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement Indenture (including one furnished other than pursuant to specific requirements of this Agreement relating to a particular application or requestSection 1008) shall include: (a1) a statement that each individual signing such certificate or opinion has read such condition or covenant or condition and the definitions herein relating thereto; (b2) 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; (3) a statement that, in the opinion of such individual, he or she has made such examination or investigation as is necessary to enable such individual to express an informed opinion as to whether or not such condition or covenant has been complied with; and (c4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Upon any application or request by the Depositor, the Seller, the Certificate Insurer or the Owners Company to the Trustee to take any action under any provision of this AgreementIndenture, the Depositor, the Seller, the Certificate Insurer or the Owners, as the case may be, Company shall furnish to the Trustee a certificate an Officer's Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, 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 Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Except as otherwise specifically provided herein, each Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement Indenture (including one furnished other than pursuant to specific requirements of this Agreement relating to a particular application or requestSections 2.3 and 9.7) shall include: (a1) a statement that each individual signing such certificate or opinion has read such condition or covenant or condition and the definitions herein relating thereto; (b2) 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; (3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such condition or covenant has been complied with; and (c4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Upon any application or request by the Depositor, the Seller, the Certificate Insurer or the Owners Company to the Trustee to take any action under any provision of this AgreementIndenture, the Depositor, the Seller, the Certificate Insurer or the Owners, as the case may be, Company shall furnish to the Trustee a certificate an Officers' Certificate stating that there has been compliance with all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action have and an Opinion of Counsel stating that in the opinion of such counsel there has been complied withcompliance with all such conditions precedent, if any, 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 Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Except as otherwise specifically provided herein, each Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement Indenture (including one furnished pursuant to specific requirements of this Agreement relating to a particular application or requestcertificates provided for in Section 10.8) shall include: (a1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (b2) 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; (3) a statement that, in the opinion of such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not there has been compliance with such covenant or condition; and (c4) a statement as to whether, in the opinion of each such individual, there has been compliance with such condition or covenant has been complied withcovenant.

Compliance Certificates and Opinions. Upon any application or request by the Depositor, the Seller, the Certificate Insurer or the Owners Company to the Trustee to take any action under any provision of this AgreementIndenture, the Depositor, the Seller, the Certificate Insurer or the Owners, as the case may be, Company shall furnish to the Trustee a certificate an Officers' Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such Counsel all such conditions precedent, if any, have been complied with, 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 Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Except as otherwise specifically provided herein, each Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement Indenture (including one furnished other than certificates provided pursuant to specific requirements of this Agreement relating to a particular application or requestSection 704) shall include: (a1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (b2) 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; (3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (c4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Upon any application or request by the Depositor, the Seller, the Certificate Insurer or the Owners Company to the Trustee to take any action under any provision of this AgreementIndenture, the DepositorCompany, each Subsidiary Guarantor, if any, and any other obligor on the Seller, the Certificate Insurer or the Owners, as the case may be, shall Notes will furnish to the Trustee a certificate an Officers' Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture (including any covenants compliance with which constitutes a condition precedent) relating to the proposed action have been complied with, and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that that, in the case of any such application or request as to which the furnishing of such documents documents, certificates and/or opinions is specifically required by any provision of this Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Except as otherwise specifically provided herein, each certificate Every Officers' Certificate or opinion Opinion of Counsel with respect to compliance with a condition or covenant provided for in this Agreement (including one furnished pursuant to specific requirements of this Agreement relating to a particular application or request) shall Indenture will include: (ai) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (bii) 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 individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether such covenant or condition has been complied with; and (civ) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Upon any application or request by the Depositor, the Seller, the Certificate Insurer or the Owners Company to the Trustee to take any an action under any provision of this AgreementIndenture, the Depositor, the Seller, the Certificate Insurer or the Owners, as the case may be, Company shall furnish to the Trustee a certificate an Officers' Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, 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 Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Except as otherwise specifically provided herein, each Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement Indenture (including one furnished other than pursuant to specific requirements of this Agreement relating to a particular application or requestSections 2.3, 3.3 and 9.6) shall include: (a1) a statement that each individual signing such certificate or opinion has read such condition or covenant or condition and the definitions herein relating thereto; (b2) 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; (3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such condition or covenant has been complied with; and (c4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Upon any application or request by the DepositorCompany, the Seller, the Certificate Insurer any Owner Trustee or the Owners any Loan Trustee to the Trustee to take any action under any provision of this Agreement, the DepositorCompany, the Seller, the Certificate Insurer such Owner Trustee or the Ownerssuch Loan Trustee, as the case may be, shall furnish to the Trustee a certificate (i) an Officer's Certificate stating that that, in the opinion of the signers, all conditions precedent, if any, provided for in this Agreement relating to the proposed action have been complied with and (ii) an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, 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 Agreement relating to such particular application or request, no additional certificate or opinion need be furnished. Except as otherwise specifically provided herein, each Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement (including one furnished other than a certificate provided pursuant to specific requirements of this Agreement relating to a particular application or requestSection 8.04(d)) shall include: (a) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein in this Agreement relating thereto; (b) 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; (c) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (cd) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Upon any application or request by the Depositor, the Seller, the Certificate Insurer or the Owners Guarantor to the Security Trustee to take any action under any provision of this AgreementGuarantee, the Depositor, the Seller, the Certificate Insurer or the Owners, as the case may be, Guarantor shall furnish to the Security Trustee a certificate an Officer's Certificate stating that all conditions precedent, if any, provided for in this Agreement Guarantee (including any covenant compliance with which constitutes a condition precedent) relating to the proposed action have been complied with and, if required by the Security Trustee, an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such certain documents is specifically required by any provision of this Agreement Guarantee relating to such particular application or request, no additional certificate or opinion need be furnished. Except as otherwise specifically provided hereinIn addition to the foregoing, each every certificate or opinion with respect to compliance with a covenant or condition or covenant provided for in this Agreement Guarantee (including one furnished pursuant to specific requirements of this Agreement relating to a particular application or requestother than as otherwise specified herein) shall include: (a) a statement that each individual signing such certificate or opinion has read and understood such covenant or condition and the definitions herein relating thereto; (b) a brief statement as to the nature and scope of the examination or investigation and the assumption upon which the statements or opinions contained in such certificate or opinion are based; (c) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and (cd) a statement as to whether, in the opinion of each such individual, such covenant or condition or covenant has been complied with.

Compliance Certificates and Opinions. Upon any application or request by the Depositor, the Seller, the Certificate Insurer or the Owners Company to the Trustee to take any action under any provision of this AgreementIndenture, the Depositor, the Seller, the Certificate Insurer or the Owners, as the case may be, Company shall furnish to the Trustee a certificate an Officers' Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, 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 Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Except as Unless expressly otherwise specifically specified with respect to any certificate or opinion provided hereinfor in this Indenture, each every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement Indenture (including one furnished other than annual certificates provided pursuant to specific requirements of this Agreement relating to a particular application or requestSection 1106) shall include: (a1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (b2) 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; (3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (c4) a statement as to whetherwhether or not, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Upon any application or request by the Depositor, the Seller, the Certificate Insurer or the Owners Company to the Trustee to take any action under any provision of this AgreementIndenture, the Depositor, the Seller, the Certificate Insurer or the Owners, as the case may be, Company shall furnish to the Trustee a certificate an Officers' Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, 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 Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Except as otherwise specifically provided herein, each Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement Indenture (including one furnished except as otherwise expressly provided in this Indenture or a certificate provided pursuant to specific requirements TIA (S)314(a)(4)) shall comply with the provisions of this Agreement relating to a particular application or requestTIA (S)314(e) and shall include: (ai) a statement that each individual signing such certificate or opinion has read such condition or covenant or condition and the definitions herein relating thereto; (bii) 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 which, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such condition or covenant has been complied with; and (civ) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Upon any application or request by the Depositor, the Seller, the Certificate Insurer or the Owners Issuer to the Indenture Trustee to take any action under any provision of this AgreementIndenture, the Depositor, the Seller, the Certificate Insurer or the Owners, as the case may be, shall Issuer will furnish to the Indenture Trustee a certificate (1) an Officer's Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action have been complied with and (2) unless the Indenture Trustee waives the requirement of delivery, an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, 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 Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Except as otherwise specifically provided herein, each Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement (including one furnished pursuant to specific requirements of this Agreement relating to a particular application or request) shall Indenture will include: (a) a statement to the effect that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (b) 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; (c) a statement to the effect that such individual has made such examination or investigation as is necessary to express an informed opinion as to whether or not such covenant or condition has been complied with; and (cd) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Upon any application or request by the Depositor, the Seller, the Certificate Insurer or the Owners Company to the Trustee to take any action under any provision of this AgreementIndenture, the Depositor, the Seller, the Certificate Insurer or the Owners, as the case may be, Company shall furnish to the Trustee a certificate an Officers' Certificate stating that all conditions precedent (including any covenants compliance with which constitutes a condition precedent), if any, provided for in this Agreement Indenture relating to the proposed action have been complied with and, if reasonably requested by the Trustee, an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent (including any covenants compliance with which constitutes a condition precedent), if any, have been complied with, 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 Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Except as otherwise specifically provided herein, each Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement Indenture (including one furnished other than annual certificates provided pursuant to specific requirements of this Agreement relating to a particular application or requestSection 10.7) shall include: (a1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (b2) 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; (3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (c4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Upon any application or request by the Depositor, the Seller, the Certificate Insurer or the Owners Company to the Trustee to take any action under any provision of this AgreementIndenture, the Depositor, the Seller, the Certificate Insurer or the Owners, as the case may be, Company shall furnish to the Trustee a certificate an Officers’ Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, 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 Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Except as otherwise specifically provided herein, each Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement Indenture (including one furnished other than certificates provided pursuant to specific requirements of this Agreement relating to a particular application or request) Section 10.4 shall include: (a1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (b2) 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; (3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (c4) a statement as to whetherwhether or not, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Upon any application or request by the Depositor, the Seller, the Certificate Insurer or the Owners Issuer to the Indenture Trustee to take any action under any provision of this AgreementIndenture, the Depositor, the Seller, the Certificate Insurer or the Owners, as the case may be, Issuer shall furnish to the Indenture Trustee a certificate an Officer's Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, 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 Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Except as otherwise specifically provided herein, each Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement Indenture (including one furnished pursuant to specific requirements of this Agreement Indenture relating to a particular application or request) shall includeinclude to the extent applicable: (a1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (b2) 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; and; (c3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; (4) a statement as to whether, in the opinion of each such individual, 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."

Compliance Certificates and Opinions. Upon any application or request by the Depositor, the Seller, the Certificate Insurer or the Owners Company to the Trustee to take any action under any provision of this AgreementIndenture, the Depositor, the Seller, the Certificate Insurer or the Owners, as the case may be, Company shall furnish to the Trustee a certificate an Officers' Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture (including any covenants the compliance with which constitutes a condition precedent) relating to the proposed action have been complied with and, if requested by the Trustee, an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that 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 Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Except as otherwise specifically provided herein, each Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement Indenture (including one furnished other than certificates provided pursuant to specific requirements Section 314(a)(4) of this Agreement relating to a particular application or requestthe Trust Indenture Act) shall include: (a) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (b) 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; (c) a statement that, in the opinion of such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (cd) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Upon any application or request by the Depositor, the Seller, the Certificate Insurer or the Owners Company to the Trustee to take any action under any provision of this AgreementIndenture, the Depositor, the Seller, the Certificate Insurer or the Owners, as the case may be, Company shall furnish to the Trustee a certificate an Officers' Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, 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 Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Except as otherwise specifically provided herein, each certificate Every Officers' Certificate or opinion Opinion of Counsel with respect to compliance with a condition or covenant provided for in this Agreement Indenture (including one furnished other than certificates provided pursuant to specific requirements of this Agreement relating to a particular application or requestSection 12.02) shall include: (a1) a statement that each individual signing such certificate Officers' Certificate or opinion Opinion of Counsel has read such covenant or condition and the definitions herein relating thereto; (b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate Officers' Certificate or opinion Opinion of Counsel are based; (3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (c4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Upon any application or request by the Depositor, the Seller, the Certificate Insurer or the Owners Company to the Trustee to take any action under any provision of this AgreementIndenture, the Depositor, the Seller, the Certificate Insurer or the Owners, as the case may be, Company shall furnish to the Trustee a certificate an Officers' Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, 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 Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Except as otherwise specifically provided herein, each Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement Indenture (including one furnished certificates delivered pursuant to specific requirements of this Agreement relating to a particular application or requestSection 10.8) shall include: (a1) a statement that each individual signing such certificate or opinion has read such condition or covenant or condition and the definitions herein relating thereto; (b2) 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; (3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such condition or covenant has been complied with; and (c4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Upon any application or request by the Depositor, the Seller, the Certificate Insurer or the Owners Company to the Trustee to take any action under any provision of this AgreementIndenture, the Depositor, the Seller, the Certificate Insurer or the Owners, as the case may be, Company shall furnish to the Trustee a certificate an Officer's Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture (including any covenant compliance with which constitutes a condition precedent) relating to the proposed action have been complied with in accordance with this Indenture and, except in respect of the initial issue of Securities hereunder, an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, 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 Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Except as otherwise specifically provided herein, each Every certificate or opinion with respect to compliance with a covenant or condition or covenant provided for in this Agreement Indenture (including one furnished other than pursuant to specific requirements of this Agreement relating to a particular application or requestSection 10.04) shall include: (a) a statement that each individual the person signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (b) 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; (c) a statement that, in the opinion of such person, he has made such examination or investigation as he believes is necessary to enable him to make the statements or give the opinions contained or expressed therein; and (cd) a statement as to whether, in the opinion of each such individualperson, such covenant or condition or covenant has been complied with.

Compliance Certificates and Opinions. Upon any application or request by the Depositor, the Seller, the Certificate Insurer or the Owners Company to the Trustee to take any action under any provision of this AgreementIndenture, the Depositor, the Seller, the Certificate Insurer or the Owners, as the case may be, Company shall furnish to the Trustee a certificate Trustee, if so requested by the Trustee, an Officers' Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, 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 Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Except as otherwise specifically provided herein, each Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement (including one furnished pursuant to specific requirements of this Agreement relating to a particular application or request) Indenture shall include: (a1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (b2) 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; (3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion whether such covenant or condition has been complied with; and (c4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with. Every such certificate provided under this Indenture shall be without personal recourse to the individual executing the same and may include an express statement to such effect.

Compliance Certificates and Opinions. (a) Upon any application or request by the Depositor, the Seller, the Certificate Insurer or the Owners Company to the Trustee to take any action under any provision of this AgreementIndenture, the Depositor, the Seller, the Certificate Insurer or the Owners, as the case may be, Company shall furnish to the Trustee a certificate an Officers' Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents or any of them is specifically required by any provision of this Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Except as otherwise specifically provided herein, each . (b) Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement (including one furnished pursuant to specific requirements of this Agreement relating to a particular application or request) Indenture shall include: (a1) a statement that each individual signing such certificate or opinion has read such condition or covenant or condition and the definitions herein relating thereto; (b2) 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; (3) a statement that, in the opinion of each such individual, such individual has made such examination or investigation as is necessary to enable such individual to express an informed opinion as to whether or not such condition or covenant has been complied with; and (c4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Upon Except as otherwise expressly provided by this Agreement, upon any application or request by the Depositor, the Seller, the Certificate Insurer MS plc or the Owners Corporation to the Trustee Agent to take any action under any provision of this Agreement, the Depositor, the Seller, the Certificate Insurer MS plc or the OwnersCorporation, as the case may beapplicable, shall furnish to the Trustee a certificate Agent an Officer's Certificate stating that all conditions precedent, if any, provided for in this Agreement relating to the proposed action have been complied with and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent, if any, have been complied with, 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 Agreement relating to such particular application or request, no additional certificate or opinion need be furnished. Except as otherwise specifically provided herein, each Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement (including one furnished pursuant to specific requirements of this Agreement relating to a particular application or request) shall include: (a1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (b2) 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; (3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (c4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Upon (a) Except as otherwise expressly provided in or pursuant to this Indenture, upon any application or request by the Depositor, the Seller, the Certificate Insurer or the Owners Company to the Trustee to take any action under any provision of this AgreementIndenture, the Depositor, the Seller, the Certificate Insurer or the Owners, as the case may be, Company shall furnish to the Trustee a certificate an Officers’ Certificate stating that all conditions precedent, if any, provided for in this Agreement Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents or any of them is specifically required by any provision of this Agreement Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Except as otherwise specifically provided herein, each certificate . (b) Such Officers’ Certificate or opinion Opinion of Counsel with respect to compliance with a condition or covenant provided for in this Agreement Indenture (including one furnished pursuant to specific requirements of this Agreement relating to a particular application or requestother than the statement required by Section 5.08) shall also include: (a1) a statement that each individual signing such certificate Authorized Officer or opinion counsel has read such covenant or condition and the definitions herein relating theretocondition; (b2) a brief statement as to the nature and scope of the such examination or investigation upon which the statements or opinions contained in such certificate Officers’ Certificate or opinion Opinion of Counsel are based; (3) a statement that, in the opinion of such Person, such Person has made such examination or investigation as is necessary to enable such Person to express an informed opinion as to whether such covenant or condition has been complied with; and (c4) a statement as to whetherwhether or not, in the opinion of each such individualPerson, such condition or covenant has been complied with.

Compliance Certificates and Opinions. Upon Except as otherwise expressly provided by this Agreement, upon any application or request by the Depositor, the Seller, the Certificate Insurer or the Owners KeySpan to the Trustee Agent to take any action under in accordance with any provision of this Agreement, the Depositor, the Seller, the Certificate Insurer or the Owners, as the case may be, KeySpan shall furnish to the Trustee a certificate Agent an Officers' Certificate stating that all conditions precedent, if any, provided for in this Agreement relating to the proposed action have been complied with and, if requested by the Agent, an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent, if any, have been complied with, 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 Agreement relating to such particular application or request, no additional certificate or opinion need be furnished. Except as otherwise specifically provided herein, each Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement (including one furnished pursuant to specific requirements of this Agreement relating to a particular application or request) shall include: (a1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (b2) 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; (3) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable such individual to express an informed opinion as to whether or not such covenant or condition has been complied with; and (c4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.