Common use of Content of Certificates and Opinions Clause in Contracts

Content of Certificates and Opinions. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture or the Agreement shall include (a) a statement that the person or persons making or giving such certificate or opinion have 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 the signers, they have made or caused to be made such examination or investigation as is necessary to enable them to express an informed opinion as to whether or not such covenant or condition has been complied with; and (d) a statement as to whether, in the opinion of the signers, such condition or covenant has been complied with. Any such certificate or opinion made or given by an officer of the Issuer or the Borrower may be based, insofar as it relates to legal matters, upon a certificate or opinion of or representations by counsel, unless such officer knows that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should have known that the same were erroneous. Any such certificate or opinion made or given by counsel may be based, insofar as it relates to factual matters (with respect to which information is in the possession of the Issuer or the Borrower), upon the certificate or opinion of or representations by an officer of the Issuer or the Borrower, as applicable, unless such counsel knows that the certificate or opinion or representations with respect to the matters upon which his opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should have known that the same were erroneous. Except as otherwise explicitly stated herein, any opinion required under this Indenture to be delivered by Bond Counsel shall be addressed and delivered, in addition to any other parties identified herein, to the Issuer.

Content of Certificates and Opinions. Every certificate or opinion provided for in this Bond Indenture with respect to compliance with a condition or covenant provided for in this Indenture or the Agreement any provision hereof shall include (a1) a statement that the person or persons Person making or giving such certificate or opinion have has read such covenant or condition provision 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 is based; (c3) a statement that, in the opinion of the signerssuch Person, they have such Person has made or caused to be made such examination or investigation as is necessary to enable them such Person to express an informed opinion as with respect to whether the subject matter referred to in the instrument to which such Person’s signature is affixed; (4) a statement of the assumptions upon which such certificate or not opinion is based, and that such covenant or condition has been complied withassumptions are reasonable; and (d5) a statement as to whether, in the opinion of the signerssuch Person, such condition or covenant provision has been complied with. Any such certificate or opinion made or given by an officer of the Issuer or the Borrower may be based, insofar as it relates to legal legal, accounting or operational matters, upon a certificate or opinion of or representations representation by counsel, an accountant or a management consultant, unless such officer knows that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion may be based as aforesaid are erroneousknows, or in the exercise of reasonable care should have known known, that the same were certificate, opinion or representation with respect to the matters upon which such certificate or statement may be based, as aforesaid, is erroneous. Any such certificate or opinion made or given by counsel counsel, an accountant or a management consultant may be based, insofar as it relates to factual matters (with respect to which information is in the possession of the Issuer or the Borrower), as the case may be) upon the a certificate or opinion of or representations representation by an officer of the Issuer or the Borrower, as applicable, unless such counsel knows that the certificate counsel, accountant or opinion or representations with respect to the matters upon which his opinion may be based as aforesaid are erroneousmanagement consultant knows, or in the exercise of reasonable care should have known known, that the same were certificate or opinion or representation with respect to the matters upon which such Person’s certificate or opinion or representation may be based, as aforesaid, is erroneous. Except The same officer of the Issuer or the Borrower, or the same counsel or accountant or management consultant, as otherwise explicitly stated hereinthe case may be, any opinion need not certify to all of the matters required under this Indenture to be delivered by certified under any provision of this Bond Counsel shall be addressed and deliveredIndenture, in addition but different officers, counsel, accountants or management consultants may certify to any other parties identified hereindifferent matters, to the Issuerrespectively.

Content of Certificates and Opinions. Every The Authority or the Trustee, as assignee of the Authority, may, but shall not be obligated to, require that every certificate or opinion provided for in this Agreement with respect to compliance with a condition any provision of this Agreement or covenant provided for in this of the Indenture or the Agreement shall include (a1) a statement to the effect that the person or persons Person making or giving such certificate or opinion have has read such covenant or condition provision 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 is based; (c3) a statement that, in to the opinion of the signers, they have effect that such Person has made or caused to be made such examination or investigation as is necessary necessary, in such Person’s opinion, to enable them such Person to express an informed opinion as with respect to whether the subject matter referred to in the instrument to which such Person’s signature is affixed; (4) a statement of the assumptions upon which such certificate or not opinion is based, and that such covenant or condition has been complied withassumptions are reasonable; and (d5) a statement as to whether, in the opinion of the signerssuch Person, such condition or covenant provision has been complied with. Any such certificate or opinion made or given by an officer of the Issuer Authority or the Borrower Company may be based, insofar as it relates to legal or accounting matters, upon a certificate or opinion of of, or representations by counselrepresentation by, Counsel or an Accountant, unless such officer knows that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion may be based as aforesaid are erroneousknows, or in the exercise of reasonable care should have known known, that the same were certificate, opinion or representation with respect to the matters upon which such certificate or statement may be based, as aforesaid, is erroneous. Any such certificate or opinion made or given by counsel Counsel or an Accountant may be based, insofar as it relates to factual matters (with respect to which information is in the possession of the Issuer Authority or the Borrower)Company, as the case may be) upon the a certificate or opinion of or representations representation by an officer of the Issuer Authority or the Borrower, as applicableCompany, unless such counsel knows that the certificate Counsel or opinion or representations with respect to the matters upon which his opinion may be based as aforesaid are erroneousAccountant knows, or in the exercise of reasonable care should have known known, that the same were certificate, opinion or representation with respect to the matters upon which such person’s certificate or opinion or representation may be based, as aforesaid, is erroneous. Except The same officer of the Authority or the Company, or the same Counsel or Accountant, as otherwise explicitly stated hereinthe case may be, any opinion need not certify to all of the matters required under this Indenture to be delivered by Bond certified under any provision of this Agreement, but different officers, Counsel shall be addressed and delivered, in addition or Accountants may certify to any other parties identified herein, to the Issuerdifferent matters.

Content of Certificates and Opinions. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture or the Agreement (except for the certificate of cancelled Bonds provided for in Sections 2.06, 2.07, 4.05 and 6.01 hereof) shall include (a) a statement that the person or persons making or giving such certificate or opinion have 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 the signers, they have made or caused to be made such examination or investigation as is necessary to enable them to express an informed opinion as to whether or not such covenant or condition has been complied with; and (d) a statement as to whether, in the opinion of the signers, such condition or covenant has been complied with. Any such certificate or opinion made or given by an officer of the Issuer Authority or the Borrower may be based, insofar as it relates to legal matters, upon a certificate or opinion of or representations by counsel, unless such officer knows that the certificate or opinion or representations with respect to the matters upon which his or her certificate or opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should have known that the same were erroneous. Any such certificate or opinion made or given by counsel may be based, insofar as it relates to factual matters (with respect to which information is in the possession of the Issuer Authority or the Borrower), upon the certificate or opinion of or representations by an officer of the Issuer Authority or the Borrower, as applicable, unless such counsel knows that the certificate or opinion or representations with respect to the matters upon which his or her opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should have known that the same were erroneous. Except as otherwise explicitly stated herein, any opinion required under this Indenture to be delivered by Bond Counsel shall be addressed and delivered, in addition to any other parties identified herein, to the Issuer.

Content of Certificates and Opinions. Every The Trustee may, but shall not be obligated to, require that every certificate or opinion provided for in this Indenture with respect to compliance with a condition or covenant provided for in any provision of this Indenture or the Agreement shall include (a1) a statement to the effect that the person or persons Person making or giving such certificate or opinion have has read such covenant or condition provision 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 is based; (c3) a statement that, in to the opinion of the signers, they have effect that such Person has made or caused to be made such examination or investigation as is necessary necessary, in such Person’s opinion, to enable them such Person to express an informed opinion as with respect to whether the subject matter referred to in the instrument to which such Person’s signature is affixed; (4) a statement of the assumptions upon which such certificate or not opinion is based, and that such covenant or condition has been complied withassumptions are reasonable; and (d5) a statement as to whether, in the opinion of the signerssuch Person, such condition or covenant provision has been complied with. Any such certificate or opinion made or given by an officer of the Issuer Authority or the Borrower Company may be based, insofar as it relates to legal or accounting matters, upon a certificate or opinion of or representations representation by counselCounsel or an Accountant, unless such officer knows that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion may be based as aforesaid are erroneousknows, or in the exercise of reasonable care should have known known, that the same were certificate, opinion or representation with respect to the matters upon which such certificate or statement may be based, as aforesaid, is erroneous. Any such certificate or opinion made or given by counsel Counsel or an Accountant may be based, insofar as it relates to factual matters (with respect to which information is in the possession of the Issuer Authority or the Borrower), Company as the case may be) upon the a certificate or opinion of or representations representation by an officer of the Issuer Authority or the Borrower, as applicableCompany, unless such counsel knows that the certificate Counsel or opinion or representations with respect to the matters upon which his opinion may be based as aforesaid are erroneousAccountant knows, or in the exercise of reasonable care should have known known, that the same were certificate or opinion or representation with respect to the matters upon which such Person’s certificate or opinion or representation may be based, as aforesaid, is erroneous. Except The same officer of the Authority or the Company, or the same Counsel or Accountant, as otherwise explicitly stated hereinthe case may be, any opinion need not certify to all of the matters required under this Indenture to be delivered by Bond certified under any provision of this Indenture, but different officers, Counsel shall be addressed and deliveredor Accountants may certify to different matters, in addition to any other parties identified herein, to the Issuerrespectively.

Content of Certificates and Opinions. Every The Trustee may, but shall not be obligated to, require that every certificate or opinion provided for in this Agreement with respect to compliance with a condition or covenant provided for in this Indenture or the Agreement any provision hereof shall include include: (a1) a statement to the effect that the person or persons Person making or giving such certificate or opinion have has read such covenant or condition provision 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 is based; (c3) a statement that, to the effect that in the opinion of the signerssuch Person, they have he has made or caused to be made such examination or investigation as is necessary to enable them him to express an informed opinion as with respect to whether the subject matter referred to in the instrument to which his signature is affixed; (4) a statement of the assumptions upon which such certificate or not opinion is based, and that such covenant or condition has been complied withassumptions are reasonable; and (d5) a statement as to whether, in the opinion of the signerssuch Person, such condition or covenant provision has been complied with. Any such certificate or opinion made or given by an officer of the Issuer Authority or the Borrower Company may be based, insofar as it relates to legal or accounting matters, upon a certificate or opinion of or representations representation by counselcounsel or an accountant, unless such officer knows that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion may be based as aforesaid are erroneousknows, or in the exercise of reasonable care should have known known, that the same were certificate, opinion or representation with respect to the matters upon which such certificate or statement may be based, as aforesaid, is erroneous. Any such certificate or opinion made or given by counsel or an accountant may be based, insofar as it relates to factual matters (with respect to which information is in the possession of the Issuer Authority or the Borrower)Company, as the case may be) upon the a certificate or opinion of or representations representation by an officer of the Issuer Authority or the Borrower, as applicableCompany, unless such counsel knows that the certificate or opinion or representations with respect to the matters upon which his opinion may be based as aforesaid are erroneousaccountant knows, or in the exercise of reasonable care should have known known, that the same were certificate or opinion or representation with respect to the matters upon which such certificate or opinion or representation may be based, as aforesaid, is erroneous. Except The same officer of the Authority or the Company, or the same counsel or accountant, as otherwise explicitly stated hereinthe case may be, any opinion need not certify to all of the matters required under this Indenture to be delivered by Bond Counsel shall be addressed and deliveredcertified under any provision of this Agreement, in addition but different officers, counsel or accountants may certify to any other parties identified hereindifferent matters, to the Issuerrespectively.

Content of Certificates and Opinions. Every certificate or opinion provided for in this Indenture with respect to compliance with a condition or covenant provided for in this Indenture or the Agreement any provision hereof shall include (a1) a statement that the person or persons Person making or giving such certificate or opinion have has read such covenant or condition provision 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 is based; (c3) a statement that, in the opinion of the signerssuch Person, they have such Person has made or caused to be made such examination or investigation as is necessary to enable them such Person to express an informed opinion as with respect to whether the subject matter referred to in the instrument to which such Person’s signature is affixed; (4) a statement of the assumptions upon which such certificate or not opinion is based, and that such covenant or condition has been complied withassumptions are reasonable; and (d5) a statement as to whether, in the opinion of the signerssuch Person, such condition or covenant provision has been complied with. Any such certificate or opinion made or given by an officer of the Issuer Authority or an officer or Authorized Representative of the Borrower may be based, insofar as it relates to legal matterslegal, accounting or business matters of either of them, upon a certificate or opinion of or representations representation by counsel, an Accountant or a management consultant, unless such officer knows that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion may be based as aforesaid are erroneousAuthorized Representative knows, or in the exercise of reasonable care should have known known, that the same were certificate, opinion or representation with respect to the matters upon which such certificate, opinion or representation may be based, as aforesaid, is erroneous. Any such certificate certificate, opinion or opinion representation made or given by counsel counsel, an Accountant or a management consultant may be based, insofar as it relates to factual matters (with respect to which information is in the possession of the Issuer Authority or the Borrower), as the case may be) upon the a certificate or opinion of or representations representation by an officer of the Issuer Authority or an officer or Authorized Representative of the Borrower, as applicable, unless such counsel knows that the certificate counsel, Accountant or opinion or representations with respect to the matters upon which his opinion may be based as aforesaid are erroneousmanagement consultant knows, or in the exercise of reasonable care should have known known, that the same were certificate or opinion or representation with respect to the matters upon which such Person’s certificate or opinion may be based, as aforesaid, is erroneous. Except The same officer of the Authority or officer or Authorized Representative of the Borrower, or the same counsel or Accountant or management consultant, as otherwise explicitly stated hereinthe case may be, any opinion need not certify to all of the matters required under this Indenture to be delivered by Bond Counsel shall be addressed and deliveredcertified under any provision of this Indenture, in addition but different officers, Authorized Representatives, counsel, Accountants or management consultants may certify to any other parties identified hereindifferent matters, to the Issuerrespectively.

Content of Certificates and Opinions. Every certificate or opinion provided for in this Indenture with respect to compliance with a condition or covenant provided for in this Indenture or the Agreement any provision hereof shall include (a1) a statement that the person or persons Person making or giving such certificate or opinion have has read such covenant or condition provision and the definitions herein relating thereto; (b2) a brief statement as to of the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are is based; (c3) a statement that, in the opinion of the signerssuch Person, they have such Person has made or caused to be made such examination or investigation as is necessary to enable them such Person to express an informed opinion as with respect to whether the subject matter referred to in the instrument to which such Person’s signature is affixed; (4) a statement of the assumptions upon which such certificate or not opinion is based, and that such covenant or condition has been complied withassumptions are reasonable; and (d5) a statement as to of whether, in the opinion of the signerssuch Person, such condition or covenant provision has been complied with. Any such certificate or opinion made or given by an officer of the Issuer Authority or an officer or duly authorized representative of the Borrower may be based, insofar as it relates to legal matterslegal, accounting or business matters of either of them, upon a certificate or opinion of or representations representation by counsel, an Accountant or a management consultant, unless such officer knows that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion may be based as aforesaid are erroneousknows, or in the case of the Borrower, in the exercise of reasonable care should have known known, that the same were certificate, opinion or representation with respect to the matters upon which such certificate or statement may be based, as aforesaid, is erroneous. Any such certificate or opinion made or given by counsel counsel, an Accountant or a management consultant may be based, insofar as it relates to factual matters (with respect to which information is in the possession of the Issuer Authority or the Borrower), as the case may be) upon the a certificate or opinion of or representations representation by an officer of the Issuer Authority or the Borrower, as applicable, unless such counsel knows that the certificate counsel, Accountant or opinion or representations with respect to the matters upon which his opinion may be based as aforesaid are erroneousmanagement consultant knows, or in the exercise of reasonable care should have known known, that the same were certificate or opinion or representation with respect to the matters upon which such Person’s certificate or opinion or representation may be based, as aforesaid, is erroneous. Except The same officer of the Authority or the Borrower, or the same counsel or Accountant or management consultant, as otherwise explicitly stated hereinthe case may be, any opinion need not certify to or opine upon all of the matters required under this Indenture to be delivered by Bond Counsel certified to or opined upon under any provision of this Indenture, but different officers, counsel, Accountants or management consultants may certify to or opine upon different matters, respectively. All reasonable costs and expenses of the Authority incurred in connection with any such required certifications, including, but not limited to, reasonable costs and expenses of counsel, shall be addressed borne by the Borrower, and delivered, in addition to any other parties identified herein, to the IssuerAuthority shall have no liability therefor.

Content of Certificates and Opinions. Every certificate or opinion (other than legal opinions) provided for in this Trust Agreement with respect to compliance with a condition or covenant provided for in this Indenture or any provision hereof shall be made on behalf of the Agreement entity named therein and not made individually by the person signing such certificate and shall include (a1) a statement that the person or persons making or giving such certificate or opinion have opinion, on behalf of the entity named therein and not individually, has read such covenant or condition provision 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 entity’s certificate or opinion are is based; (c3) a statement that, in that the opinion of the signers, they have entity has made or caused to be made such examination or investigation as is necessary to enable them the entity to express an informed opinion as with respect to whether the subject matter referred to in the certificate or not opinion which such covenant or condition has been complied withentity is delivering; and (d4) a statement as to whether, in the opinion of the signerssuch entity, such condition or covenant provision has been complied with. Any such certificate or opinion made or given by an officer on behalf of the Issuer or the Borrower Commission (and in no event individually) may be based, insofar as it relates to legal or accounting matters, upon a certificate or opinion of or representations representation by counselcounsel or an accountant, unless such officer the Commission knows that the certificate or certificate, opinion or representations representation with respect to the matters upon which his such certificate or opinion statement may be based based, as aforesaid are erroneousaforesaid, or in the exercise of reasonable care should have known that the same were is erroneous. Any such certificate or opinion made or given by counsel or an accountant may be based, insofar as it relates to factual matters (with respect to which information is in the possession of the Issuer or the Borrower), Commission) upon the a certificate or opinion of or representations representation by an officer of the Issuer or Commission on behalf of the Borrower, as applicableCommission (and not individually), unless such counsel knows that the certificate or opinion or representations with respect to the matters upon which his opinion may be based as aforesaid are erroneousaccountant knows, or in the exercise of reasonable care should have known known, that the same were certificate or opinion or representation with respect to the matters upon which such Person’s certificate or opinion or representation may be based, as aforesaid, is erroneous. Except The same officer of the Commission, or the same counsel or accountant, as otherwise explicitly stated hereinthe case may be, any opinion need not certify to all of the matters required under this Indenture to be delivered by Bond Counsel shall be addressed certified under any provision of this Trust Agreement, but different officers (on behalf of the Commission and deliverednot individually), in addition counsel or accountants may certify to any other parties identified hereindifferent matters, to the Issuerrespectively.

Content of Certificates and Opinions. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture or the Agreement shall include (a) a statement that the person or persons making or giving such certificate or opinion have 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 the signers, they have made or caused to be made such examination or investigation as is necessary to enable them to express an informed opinion as to whether or not such covenant or condition has been complied with; and (d) a statement as to whether, in the opinion of the signers, such condition or covenant has been complied with. Any such certificate or opinion made or given by an officer of the Issuer or the Borrower may be based, insofar as it relates to legal matters, upon a certificate or opinion of or representations by counsel, unless such officer knows that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should have known that the same were erroneous. Any such certificate or opinion made or given by counsel may be based, insofar as it relates to factual matters (with respect to which 14 information is in the possession of the Issuer or the Borrower), upon the certificate or opinion of or representations by an officer of the Issuer or the Borrower, as applicable, unless such counsel knows that the certificate or opinion or representations with respect to the matters upon which his opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should have known that the same were erroneous. Except as otherwise explicitly stated herein, any opinion required under this Indenture to be delivered by Bond Counsel shall be addressed and delivered, in addition to any other parties identified herein, to the Issuer.

Content of Certificates and Opinions. Every certificate or opinion provided for in this Indenture with respect to compliance with a condition or covenant provided for in this Indenture or the Agreement any provision hereof shall include (a) a statement that the person or persons Person making or giving such certificate or opinion have has read such covenant or condition provision 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 is based; (c) a statement that, in the opinion of the signerssuch Person, they have he or she has made or caused to be made such examination or investigation as is necessary to enable them him or her to express an informed opinion as with respect to whether the subject matter referred to in the instrument to which his or not her signature is affixed; (d) a statement of the assumptions upon which such covenant certificate or condition has been complied withopinion is based, and that such assumptions are reasonable; and (de) a statement as to whether, in the opinion of the signerssuch Person, such condition or covenant provision has been complied with. Any such certificate or opinion made or given by an officer or an Authorized Representative of the Issuer or the Borrower may be based, insofar as it relates to legal matterslegal, accounting or any business matter, upon a certificate or opinion of or representations representation by counsel, an Accountant or a management consultant, unless such officer knows that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion may be based as aforesaid are erroneousknows, or in the exercise of reasonable care should have known known, that the same were certificate, opinion or representation with respect to the matters upon which such certificate or statement may be based, as aforesaid, is erroneous. Any such certificate or opinion made or given by counsel counsel, an Accountant or a management consultant may be based, insofar as it relates to factual matters (with respect to which information is in the possession of the Issuer or the Borrower), ) upon the a certificate or opinion of or representations representation by an officer of the Issuer or the Borrower, as applicable, unless such counsel knows that the certificate counsel, Accountant or opinion or representations with respect to the matters upon which his opinion may be based as aforesaid are erroneousmanagement consultant knows, or in the exercise of reasonable care should have known known, that the same were certificate or opinion or representation with respect to the matters upon which such Person’s certificate or opinion or representation may be based, as aforesaid, is erroneous. Except The same officer of Borrower, or the same counsel or Accountant or management consultant, as otherwise explicitly stated hereinthe case may be, any opinion need not certify to all of the matters required under this Indenture to be delivered by Bond Counsel shall be addressed and deliveredcertified under any provision of this Indenture, in addition but different officers, counsel, Accountants or management consultants may certify to any other parties identified hereindifferent matters, to the Issuerrespectively.

Content of Certificates and Opinions. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture or except the Agreement certificate of destruction pursuant to Section 9.10 shall include (a) a statement that the person or persons making or giving such certificate or opinion have read such covenant or condition conditions 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 ore based; (c) a statement that, in the opinion of the signers, they have made or caused to be made such examination or investigation as is necessary to enable them to express an informed opinion as to whether or not such covenant or condition has been complied with; and (d) a statement as is to whether, in the opinion of the signers, such condition or covenant has been complied with. Any such certificate or opinion made or given by an officer of the Issuer or the Borrower Agency may be based, insofar as it relates to legal matters, upon a certificate or opinion of or representations by counsel, unless such officer knows that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion may be based based, as aforesaid aforesaid, are erroneous, or in the exercise of reasonable care should have known that the same were erroneous. Any such certificate or opinion or representation made or given by counsel may be based, insofar as it relates to factual matters (matters, on information with respect to which information is in the possession of the Issuer Agency, or the Borrower), upon the certificate or opinion of or representations by an officer or officers of the Issuer or the Borrower, as applicableAgency, unless such counsel knows that the certificate or opinion or representations with respect to the matters upon which his certificate, opinion or representation may be based based, as aforesaid aforesaid, are erroneous, or in the exercise of reasonable care should have known that the same were erroneous. Except as otherwise explicitly stated herein, any opinion required under this Indenture to be delivered by Bond Counsel shall be addressed and delivered, in addition to any other parties identified herein, to the Issuer.

Content of Certificates and Opinions. Every certificate or opinion provided for in this Indenture with respect to compliance with a condition or covenant provided for in this Indenture or the Agreement shall include (a) a statement that the person or persons making or giving such certificate or opinion have 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 the signers, they have made or caused to be made such examination or investigation as is necessary to enable them to express an informed opinion as to whether or not such covenant or condition has been complied with; and (d) a statement as to whether, in the opinion of the signers, such condition or covenant has been complied with. Any such certificate or opinion any provision hereof made or given by an officer Authorized Official of the Issuer or the an Authorized Borrower Representative may be based, insofar as it relates to legal or accounting matters, upon a certificate or opinion of or representations representation given by counselcounsel or an accountant, unless such officer knows that the certificate Authorized Official or opinion or representations with respect to the matters upon which his certificate or opinion may be based Authorized Borrower Representative, as aforesaid are erroneousapplicable, knows, or in the exercise of reasonable care should have known known, that the same were certificate, opinion or representation with respect to the matters upon which such certificate or statement is based is erroneous. Any such certificate or opinion made or given by counsel or an accountant may be based, insofar as it relates to factual matters (with respect to which information is in the possession of the Issuer or the Borrower), as applicable, upon the a certificate or opinion of or representations representation by an officer Authorized Official of the Issuer or the Borrower, as applicableAuthorized Borrower Representative, unless such counsel knows that the certificate or opinion or representations with respect to the matters upon which his opinion may be based as aforesaid are erroneousaccountant knows, or in the exercise of reasonable care should have known known, that the same were certificate or opinion or representation with respect to the matters upon which such certificate, opinion or representation is based is erroneous. Except The same Authorized Official of the Issuer or an Authorized Borrower Representative, or the same counsel or accountant, as otherwise explicitly stated hereinthe case may be, any opinion need not certify to all of the matters required under this Indenture to be delivered by Bond Counsel shall be addressed and deliveredcertified under any provision of this Indenture, in addition but different officers, counsel or accountants may certify to any other parties identified herein, to the Issuerdifferent matters.

Content of Certificates and Opinions. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture or (other than a certificate provided pursuant to TIA Section 314(a)(4)) shall comply with the Agreement provisions of TIA Section 314(e) and shall include (a) a statement that the person or persons making or giving such certificate or opinion have read such covenant or and 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 the signers, they have made or caused to be made such examination or investigation as is necessary to enable them to express an informed opinion as to whether or not such covenant or condition has been complied with; and (d) a statement as to whether, in the opinion of the signers, such condition or covenant has been complied with. Any such certificate or opinion made or given by an officer of the Issuer or the Borrower Authority may be based, insofar as it relates to legal matters, upon a certificate or opinion of or representations representation by counsel, unless such officer knows that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should have known that the same were erroneous. Any such certificate or opinion made or given by counsel may be based, insofar as it relates to factual matters (upon a certificate or opinion of, or representation by, an Authority Representative stating the information with respect to factual matters which information is in the possession of the Issuer or the Borrower), upon the certificate or opinion of or representations by an officer of the Issuer or the Borrower, as applicableAuthority, unless such counsel knows that the certificate or opinion or representations with respect to the matters upon which his opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should have known that the same were erroneous. Except as otherwise explicitly stated herein, any opinion required under this Indenture to be delivered by Bond Counsel shall be addressed and delivered, in addition to any other parties identified herein, to the Issuer.

Content of Certificates and Opinions. Every certificate or opinion provided for in this Indenture with respect to compliance with a condition or covenant provided for in this Indenture or the Agreement any provision hereof shall include (a1) a statement that the person or persons Person making or giving such certificate or opinion have has read such covenant or condition provision 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 is based; (c3) a statement that, in the opinion of the signerssuch Person, they have such Person has made or caused to be made such examination or investigation as is necessary to enable them such Person to express an informed opinion as with respect to whether the subject matter referred to in the instrument to which such Person’s signature is affixed; (4) a statement of the assumptions upon which such certificate or not opinion is based, and that such covenant or condition has been complied withassumptions are reasonable; and (d5) a statement as to whether, in the opinion of the signerssuch Person, such condition or covenant provision has been complied with. Any such certificate or opinion made or given by an officer of the Issuer Authority or an officer or Authorized Representative of the Borrower may be based, insofar as it relates to legal matterslegal, accounting or business matters of either of them, upon a certificate or opinion of or representations representation by counsel, an Accountant or a management consultant, unless such officer knows that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion may be based as aforesaid are erroneousAuthorized Representative knows, or in the exercise of reasonable care should have known known, that the same were certificate, opinion or representation with respect to the matters upon which such certificate, opinion or representation may be based, as aforesaid, is erroneous. Any such certificate certificate, opinion or opinion representation made or given by counsel counsel, an Accountant or a management consultant may be based, insofar as it relates to factual matters (with respect to which information is in the possession of the Issuer Authority or the Borrower), as the case may be) upon the a certificate or opinion of or representations representation by an officer of the Issuer Authority or an officer or Authorized Representative of the Borrower, as applicable, unless such counsel knows that the certificate counsel, Accountant or opinion or representations with respect to the matters upon which his opinion may be based as aforesaid are erroneousmanagement consultant knows, or in the exercise of reasonable care should have known known, that the same were erroneous. Except as otherwise explicitly stated herein, any certificate or opinion required under this Indenture to be delivered by Bond Counsel shall be addressed and delivered, in addition to any other parties identified herein, or representation with respect to the Issuer.matters upon which such Person’s certificate or opinion may be based, as aforesaid, is

Content of Certificates and Opinions. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture or the Agreement shall include (a) a statement that the person or persons making or giving such certificate or opinion have 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 the signers, they have made or caused to be made such examination or investigation as is necessary to enable them to express an informed opinion as to whether or not such covenant or condition has been complied with; and (d) a statement as to whether, in the opinion of the signers, such condition or covenant has been complied with. Any such certificate or opinion made or given by an officer of the Issuer or the Borrower may be based, insofar as it relates to legal matters, upon a certificate or opinion of or representations by counsel, unless such officer knows that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should have known that the same were erroneous. Any such certificate or opinion made or given by counsel may be based, insofar as it relates to factual matters (with respect to which information is in the possession of the Issuer or the Borrower), upon the certificate or opinion of or representations by an officer of the Issuer or the Borrower, as applicable, unless such counsel knows that the certificate or opinion or representations with respect to the matters upon which his opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should have known that the same were erroneous. Except as otherwise explicitly stated herein, any opinion required under this Indenture to be delivered by Bond Counsel shall be addressed and delivered, in addition to any other parties identified herein, to the Issuer.

Content of Certificates and Opinions. Every certificate or opinion provided for in this Indenture with respect to compliance with a condition or covenant provided for in this Indenture or the Agreement any provision hereof shall include (a1) a statement that the person or persons making or giving such certificate or opinion have has read such covenant or condition provision 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 is based; (c3) a statement that, in the opinion of the signerssuch person, they have he has made or caused to be made such examination or investigation as is necessary to enable them him to express an informed opinion as with respect to whether or not such covenant or condition has been complied withthe subject matter referred to in the instrument to which his signature is affixed; and (d4) a statement as to whether, in the opinion of the signerssuch person, such condition or covenant provision has been complied with. Any such certificate or opinion made or given by an officer Authorized Official of the Issuer or an Authorized Company Representative (collectively the Borrower “Officer”) may be based, insofar as it relates to legal or accounting matters, upon a certificate or opinion of an independent counsel or representations by counsel, independent certified public accountant unless such officer knows that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion may be based as aforesaid are erroneousOfficer knows, or in the exercise of reasonable care should have known known, that the same were certificate or opinion with respect to the matters upon which such certificate or statement may be based, as aforesaid, is erroneous. Any such certificate or opinion made or given by an independent counsel or accountant may be based, based insofar as it relates to factual matters (with respect to which information is in the possession of the Issuer or the Borrower), Company) upon the a certificate or opinion of or representations representation by an officer appropriate Officer of the Issuer or the BorrowerCompany, as applicable, unless such counsel knows that the certificate or opinion or representations with respect to the matters upon which his opinion may be based as aforesaid are erroneousaccountant knows, or in the exercise of reasonable care should have known known, that the same were certificate or representation with respect to the matters upon which such person’s certificate or opinion may be based, as aforesaid, is erroneous. Except The same Officer or the same counsel or accountant, as otherwise explicitly stated hereinthe case may be, any opinion need not certify to all of the matters required under this Indenture to be delivered certified under any provision of this Indenture, but different Officers, counsel or accountants may certify to different matters, respectively. Any opinion of counsel may be qualified by Bond Counsel shall be addressed reference to bankruptcy, insolvency, reorganization, moratorium and delivered, in addition to any other parties identified herein, to the Issuerlaws affecting creditors’ rights.

Content of Certificates and Opinions. Every certificate or opinion provided for in this Indenture with respect to compliance with a condition or covenant provided for in this Indenture or the Agreement any provision hereof shall include (a1) a statement that the person or persons Person making or giving such certificate or opinion have has read such covenant or condition provision 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 is based; (c3) a statement that, in the opinion of the signerssuch Person, they have he has made or caused to be made such examination or investigation as is necessary to enable them him to express an informed opinion as with respect to whether the subject matter referred to in the instrument to which his signature is affixed; (4) a statement of the assumptions upon which such certificate or not opinion is based, and that such covenant or condition has been complied withassumptions are reasonable; and (d5) a statement as to whetherwhether or not, in the opinion of the signerssuch Person, such condition or covenant provision has been complied with. Any such certificate or opinion made or given by an officer of the Issuer or the Borrower Authority may be based, insofar as it relates to legal legal, accounting or facility matters, upon a certificate or opinion of or representations representation by counsel, an Accountant or a Management Consultant, unless such officer knows that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion may be based as aforesaid are erroneousknows, or in the exercise of reasonable care should have known known, that the same were certificate, opinion or representation with respect to the matters upon which such certificate or statement may be based, as aforesaid, is erroneous. Any such certificate or opinion made or given by counsel counsel, an Accountant or a Management Consultant may be based, insofar as it relates to factual matters (with respect to which information is in the possession of the Issuer or the Borrower), Authority) upon the a certificate or opinion of or representations representation by an officer of the Issuer or the Borrower, as applicableAuthority, unless such counsel knows that the certificate counsel, Accountant or opinion or representations with respect to the matters upon which his opinion may be based as aforesaid are erroneousManagement Consultant knows, or in the exercise of reasonable care should have known known, that the same were certificate or opinion or representation with respect to the matters upon which such Person’s certificate or opinion or representation may be based, as aforesaid, is erroneous. Except The same officer of the Authority, or the same counsel or Accountant or Management Consultant, as otherwise explicitly stated hereinthe case may be, any opinion need not certify to all of the matters required under this Indenture to be delivered by Bond Counsel shall be addressed and deliveredcertified under any provision of this Indenture, in addition but different officers, counsel, Accountants or Management Consultants may certify to any other parties identified hereindifferent matters, to the Issuerrespectively.

Content of Certificates and Opinions. Every certificate (other than the certificate provided for in Section 11.05 hereof) or opinion with respect to compliance with a condition or covenant provided for in this Indenture or the Agreement shall include (a) a statement that the person or persons making or giving such certificate or opinion have 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, in the opinion of the signers, they have made or caused to be made such examination or investigation as is necessary to enable them to express an informed opinion as to whether or not such condition or covenant or condition has been complied with; and (d) a statement as to whether, in the opinion of the signers, such condition or covenant has been complied with. Any such certificate or opinion made or given by an a member or officer of the Issuer or the Borrower Authority may be based, insofar as it relates to legal matters, upon a certificate or opinion of or representations by counsel, unless such officer knows that the certificate or opinion or representations with respect to the matters upon which his or her certificate or opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should have known that the same were erroneous. Any such certificate or opinion made or given by counsel may be based, insofar as it relates to factual matters (with respect to which information is in the possession of the Issuer or the Borrower), Authority) upon the certificate or opinion of or representations by an a member or officer of the Issuer or the Borrower, as applicableAuthority, unless such counsel knows that the certificate or opinion or representations with respect to the matters upon which his or her opinion may be based as aforesaid are erroneous, erroneous or in the exercise of reasonable care should have known that the same were erroneous. Except as otherwise explicitly stated hereinAny written representation of the Authority or determination of the Bond Trustee given in accordance with Section 6.06 (regarding the amendment of the Loan Agreement) or Article IX (regarding amendment of the Indenture) may, any at the option of such party, be based solely on the written representation of a financial consultant or advisor, or opinion required under this Indenture or advice of counsel, selected by such party and not objected to be delivered by Bond Counsel shall be addressed and delivered, in addition to any the other parties identified herein, to the Issuersuch party.

Content of Certificates and Opinions. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture or except the Agreement certificate of destruction pursuant to Section 10.10 shall include (a) a statement that the person or persons making or giving such certificate or opinion have read such covenant or condition conditions 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 ore based; (c) a statement that, in the opinion of the signers, they have made or caused to be made such examination or investigation as is necessary to enable them to express an informed opinion as to whether or not such covenant or condition has been complied with; and (d) a statement as is to whether, in the opinion of the signers, such condition or covenant has been complied with. Any such certificate or opinion made or given by an officer of the Issuer or the Borrower Authority may be based, insofar as it relates to legal matters, upon a certificate or opinion of or representations by counsel, unless such officer knows that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion may be based based, as aforesaid aforesaid, are erroneous, or in the exercise of reasonable care should have known that the same were erroneous. Any such certificate or opinion or representation made or given by counsel may be based, insofar as it relates to factual matters (matters, on information with respect to which information is in the possession of the Issuer Authority, or the Borrower), upon the certificate or opinion of or representations by an officer or officers of the Issuer or the Borrower, as applicableAuthority, unless such counsel knows that the certificate or opinion or representations with respect to the matters upon which his certificate, opinion or representation may be based based, as aforesaid aforesaid, are erroneous, or in the exercise of reasonable care should have known that the same were erroneous. Except as otherwise explicitly stated herein, any opinion required under this Indenture to be delivered by Bond Counsel shall be addressed and delivered, in addition to any other parties identified herein, to the Issuer.

Content of Certificates and Opinions. Every certificate or opinion provided for in this Indenture with respect to compliance with a condition or covenant provided for in this Indenture or the Agreement shall include (a) a statement that the person or persons making or giving such certificate or opinion have 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 the signers, they have made or caused to be made such examination or investigation as is necessary to enable them to express an informed opinion as to whether or not such covenant or condition has been complied with; and (d) a statement as to whether, in the opinion of the signers, such condition or covenant has been complied with. Any such certificate or opinion any provision hereof made or given by an officer Authorized Official of the Issuer or the an Authorized Borrower Representative may be based, insofar as it relates to legal or accounting matters, upon a certificate or opinion of or representations representation given by counselcounsel or an accountant, unless such officer knows that the certificate Authorized Official or opinion or representations with respect to the matters upon which his certificate or opinion may be based Authorized Borrower Representative, as aforesaid are erroneousapplicable, knows, or in the exercise of reasonable care should have known known, that the same were certificate, opinion or representation with respect to the matters upon which such certificate or statement is based is erroneous. Any such certificate or opinion made or given by counsel or an accountant may be based, insofar as it relates to factual matters (with respect to which information is in the possession of the Issuer or the Borrower), as applicable, upon the a certificate or opinion of or representations representation by an officer Authorized Official of the Issuer or the Borrower, as applicablean Authorized Borrower Representative, unless such counsel knows that the certificate or opinion or representations with respect to the matters upon which his opinion may be based as aforesaid are erroneousaccountant knows, or in the exercise of reasonable care should have known known, that the same were certificate or opinion or representation with respect to the matters upon which such certificate, opinion or representation is based is erroneous. Except The same Authorized Official of the Issuer or an Authorized Borrower Representative, or the same counsel or accountant, as otherwise explicitly stated hereinthe case may be, any opinion need not certify to all of the matters required under this Indenture to be delivered by Bond Counsel shall be addressed and deliveredcertified under any provision of this Indenture, in addition but different officers, counsel or accountants may certify to any other parties identified herein, to the Issuer.different matters.‌ OHSUSA:763098104.5