Common use of Form of Certificates and Opinions Clause in Contracts

Form of Certificates and Opinions. (i) Each certificate or opinion on compliance with a condition or covenant in this Indenture will include: (A) a statement that each signatory of the certificate or opinion has read the covenant or condition and the definitions in this Indenture relating to the covenant or condition; (B) a brief statement about the nature and scope of the examination or investigation on which the statements or opinions in the certificate or opinion are based; (C) a statement that, in the opinion of the signatory, the signatory has made an examination or investigation if necessary to enable the signatory to express an informed opinion on whether or not the covenant or condition has been complied with; and (D) a statement about whether, in the opinion of the signatory, the condition or covenant has been complied with. (ii) Any Officer’s Certificate of a Responsible Person of the Issuer may be based, for legal matters, on an opinion of counsel, unless that Responsible Person knows, or in the exercise of reasonable care should know, that the opinion is erroneous. Any Officer’s Certificate of a Responsible Person of the Issuer or opinion of counsel may be based, for factual matters, on an Officer’s Certificate of a Responsible Person of the Servicer, the Depositor or the Issuer (including by the Administrator on behalf of the Issuer), stating that the information about those factual matters is in the possession of the Servicer, the Depositor, the Issuer or the Administrator, unless the Responsible Person of the Issuer or counsel knows, or in the exercise of reasonable care should know, that the Officer’s Certificate is erroneous.

Appears in 67 contracts

Samples: Indenture (Ford Credit Auto Owner Trust 2023-B), Indenture (Ford Credit Auto Owner Trust 2023-B), Indenture (Ford Credit Auto Owner Trust 2022-A)

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Form of Certificates and Opinions. (i) Each certificate or opinion on compliance with a condition or covenant in this Indenture will include: (A) a statement that each signatory of the certificate or opinion has read the covenant or condition and the definitions in this Indenture relating to the covenant or condition; (B) a brief statement about the nature and scope of the examination or investigation on which the statements or opinions in the certificate or opinion are based; (C) a statement that, in the opinion of the signatory, the signatory has made an examination or investigation if necessary to enable the signatory to express an informed opinion on whether or not the covenant or condition has been complied with; and (D) a statement about whether, in the opinion of the signatory, the condition or covenant has been complied with. (ii) Any Officer’s 's Certificate of a Responsible Person of the Issuer may be based, for legal matters, on an opinion of counsel, unless that Responsible Person knows, or in the exercise of reasonable care should know, that the opinion is erroneous. Any Officer’s 's Certificate of a Responsible Person of the Issuer or opinion of counsel may be based, for factual matters, on an Officer’s 's Certificate of a Responsible Person of the Servicer, the Depositor or the Issuer (including by the Administrator on behalf of the Issuer), stating that the information about those factual matters is in the possession of the Servicer, the Depositor, the Issuer or the Administrator, unless the Responsible Person of the Issuer or counsel knows, or in the exercise of reasonable care should know, that the Officer’s 's Certificate is erroneous.

Appears in 28 contracts

Samples: Indenture (Ford Credit Auto Owner Trust 2024-D), Indenture (Ford Credit Auto Receivables Two LLC), Indenture (Ford Credit Auto Owner Trust 2024-C)

Form of Certificates and Opinions. (i) Each certificate or opinion on compliance with a condition or covenant in this Indenture will include: (A) a statement that each signatory of the certificate or opinion has read the covenant or condition and the definitions in this Indenture or the Transaction Document relating to the covenant or condition; (B) a brief statement about the nature and scope of the examination or investigation on which the statements or opinions in the certificate or opinion are based; (C) a statement that, in the opinion of the signatory, the signatory has made an examination or investigation if necessary to enable the signatory to express an informed opinion on whether or not the covenant or condition has been complied with; and (D) a statement about whether, in the opinion of the signatory, the condition or covenant has been complied with. (ii) Any Officer’s Certificate of a Responsible Person of the Issuer may be based, for legal matters, on an opinion of counsel, unless that Responsible Person knows, or in the exercise of reasonable care should know, that the opinion is erroneous. Any Officer’s Certificate of a Responsible Person of the Issuer or opinion of counsel may be based, for factual matters, on an Officer’s Certificate of a Responsible Person of the Servicer, the Depositor or the Issuer (including by the Administrator on behalf of the Issuer), stating that the information about those factual matters is in the possession of the Servicer, the Depositor, the Issuer or the Administrator, unless the Responsible Person of the Issuer or counsel knows, or in the exercise of reasonable care should know, that the Officer’s Certificate is erroneous.

Appears in 18 contracts

Samples: Omnibus Amendment (Verizon Owner Trust 2020-C), Transfer and Servicing Agreement (Verizon Owner Trust 2020-B), Indenture (Verizon Owner Trust 2020-B)

Form of Certificates and Opinions. (i) Each certificate or opinion on compliance with a condition or covenant in this Indenture will include: (A) a statement that each signatory of the certificate or opinion has read the covenant or condition and the definitions in this Indenture Indenture, any other Series [_]-[_] Series Related Document or any Transaction Document relating to the covenant or condition; (B) a brief statement about the nature and scope of the examination or investigation on which the statements or opinions in the certificate or opinion are based; (C) a statement that, in the opinion of the signatory, the signatory has made an examination or investigation investigation, if necessary necessary, to enable the signatory to express an informed opinion on whether or not the covenant or condition has been complied with; and (D) a statement about whether, in the opinion of the signatory, the condition or covenant has been complied with. (ii) Any Officer’s Certificate of a Responsible Person of the Issuer Trust may be based, for legal matters, on an opinion of counsel, unless that Responsible Person knows, or in the exercise of reasonable care should know, that the opinion is erroneous. Any Officer’s Certificate of a Responsible Person of the Issuer Trust or opinion of counsel may be based, for factual matters, on an Officer’s Certificate of a Responsible Person of the Servicer, the Depositor or the Issuer Trust (including by the Administrator on behalf of the IssuerTrust), stating that the information about those factual matters is in the possession of the Servicer, the Depositor, the Issuer Trust or the Administrator, unless the Responsible Person of the Issuer Trust or counsel knows, or in the exercise of reasonable care should know, that the Officer’s Certificate is erroneous.

Appears in 3 contracts

Samples: Indenture Agreement (Verizon Master Trust), Indenture Agreement (Verizon Master Trust), Indenture (Verizon Master Trust)

Form of Certificates and Opinions. (i) Each certificate or opinion on compliance with a condition or covenant in this Indenture will include: (A) a statement that each signatory of the certificate or opinion has read the covenant or condition and the definitions in this Indenture or the Transaction Document relating to the covenant or condition; ; (B) a brief statement about the nature and scope of the examination or investigation on which the statements or opinions in the certificate or opinion are based; ; (C) a statement that, in the opinion of the signatory, the signatory has made an examination or investigation if necessary to enable the signatory to express an informed opinion on whether or not the covenant or condition has been complied with; and and (D) a statement about whether, in the opinion of the signatory, the condition or covenant has been complied with. (ii) Any Officer’s Certificate of a Responsible Person of the Issuer may be based, for legal matters, on an opinion of counsel, unless that Responsible Person knows, or in the exercise of reasonable care should know, that the opinion is erroneous. Any Officer’s Certificate of a Responsible Person of the Issuer or opinion of counsel may be based, for factual matters, on an Officer’s Certificate of a Responsible Person of the Servicer, the Depositor or the Issuer (including by the Administrator on behalf of the Issuer), stating that the information about those factual matters is in the possession of the Servicer, the Depositor, the Issuer or the Administrator, unless the Responsible Person of the Issuer or counsel knows, or in the exercise of reasonable care should know, that the Officer’s Certificate is erroneous.

Appears in 2 contracts

Samples: Indenture (Verizon Owner Trust 2020-C), Indenture Agreement (Verizon Owner Trust 2020-C)

Form of Certificates and Opinions. (i) Each certificate or opinion on compliance with a condition or covenant in this Indenture will include: (A) a statement that each signatory of the certificate or opinion has read the covenant or condition and the definitions in this Indenture Indenture, any other Series 2022-4 Series Related Document or any Transaction Document relating to the covenant or condition; (B) a brief statement about the nature and scope of the examination or investigation on which the statements or opinions in the certificate or opinion are based; (C) a statement that, in the opinion of the signatory, the signatory has made an examination or investigation investigation, if necessary necessary, to enable the signatory to express an informed opinion on whether or not the covenant or condition has been complied with; and (D) a statement about whether, in the opinion of the signatory, the condition or covenant has been complied with. (ii) Any Officer’s Certificate of a Responsible Person of the Issuer Trust may be based, for legal matters, on an opinion of counsel, unless that Responsible Person knows, or in the exercise of reasonable care should know, that the opinion is erroneous. Any Officer’s Certificate of a Responsible Person of the Issuer Trust or opinion of counsel may be based, for factual matters, on an Officer’s Certificate of a Responsible Person of the Servicer, the Depositor or the Issuer Trust (including by the Administrator on behalf of the IssuerTrust), stating that the information about those factual matters is in the possession of the Servicer, the Depositor, the Issuer Trust or the Administrator, unless the Responsible Person of the Issuer Trust or counsel knows, or in the exercise of reasonable care should know, that the Officer’s Certificate is erroneous.

Appears in 2 contracts

Samples: Indenture (Verizon Master Trust), Indenture Agreement (Verizon Master Trust)

Form of Certificates and Opinions. (i) Each certificate or opinion on compliance with a condition or covenant in this Indenture will include: (A) a statement that each signatory of the certificate or opinion has read the covenant or condition and the definitions in this Indenture Indenture, any other Series 2022-3 Series Related Document or any Transaction Document relating to the covenant or condition; (B) a brief statement about the nature and scope of the examination or investigation on which the statements or opinions in the certificate or opinion are based; (C) a statement that, in the opinion of the signatory, the signatory has made an examination or investigation investigation, if necessary necessary, to enable the signatory to express an informed opinion on whether or not the covenant or condition has been complied with; and (D) a statement about whether, in the opinion of the signatory, the condition or covenant has been complied with. (ii) Any Officer’s Certificate of a Responsible Person of the Issuer Trust may be based, for legal matters, on an opinion of counsel, unless that Responsible Person knows, or in the exercise of reasonable care should know, that the opinion is erroneous. Any Officer’s Certificate of a Responsible Person of the Issuer Trust or opinion of counsel may be based, for factual matters, on an Officer’s Certificate of a Responsible Person of the Servicer, the Depositor or the Issuer Trust (including by the Administrator on behalf of the IssuerTrust), stating that the information about those factual matters is in the possession of the Servicer, the Depositor, the Issuer Trust or the Administrator, unless the Responsible Person of the Issuer Trust or counsel knows, or in the exercise of reasonable care should know, that the Officer’s Certificate is erroneous.

Appears in 2 contracts

Samples: Indenture (Verizon Master Trust), Indenture (Verizon Master Trust)

Form of Certificates and Opinions. (i) Each certificate or opinion on compliance with a condition or covenant in this Indenture will include: : (A) a statement that each signatory of the certificate or opinion has read the covenant or condition and the definitions in this Indenture Indenture, any other Series 2022-7 Series Related Document or any Transaction Document relating to the covenant or condition; ; (B) a brief statement about the nature and scope of the examination or investigation on which the statements or opinions in the certificate or opinion are based; ; (C) a statement that, in the opinion of the signatory, the signatory has made an examination or investigation investigation, if necessary necessary, to enable the signatory to express an informed opinion on whether or not the covenant or condition has been complied with; and and (D) a statement about whether, in the opinion of the signatory, the condition or covenant has been complied with. (ii) Any Officer’s Certificate of a Responsible Person of the Issuer Trust may be based, for legal matters, on an opinion of counsel, unless that Responsible Person knows, or in the exercise of reasonable care should know, that the opinion is erroneous. Any Officer’s Certificate of a Responsible Person of the Issuer Trust or opinion of counsel may be based, for factual matters, on an Officer’s Certificate of a Responsible Person of the Servicer, the Depositor or the Issuer Trust (including by the Administrator on behalf of the IssuerTrust), stating that the information about those factual matters is in the possession of the Servicer, the Depositor, the Issuer Trust or the Administrator, unless the Responsible Person of the Issuer Trust or counsel knows, or in the exercise of reasonable care should know, that the Officer’s Certificate is erroneous.

Appears in 2 contracts

Samples: Indenture (Verizon Master Trust), Indenture Agreement (Verizon Master Trust)

Form of Certificates and Opinions. (i) Each certificate or opinion on compliance with a condition or covenant in this Indenture will include: (A) a statement that each signatory of the certificate or opinion has read the covenant or condition and the definitions in this Indenture Indenture, any other Series 2023-4 Series Related Document or any Transaction Document relating to the covenant or condition; (B) a brief statement about the nature and scope of the examination or investigation on which the statements or opinions in the certificate or opinion are based; (C) a statement that, in the opinion of the signatory, the signatory has made an examination or investigation investigation, if necessary necessary, to enable the signatory to express an informed opinion on whether or not the covenant or condition has been complied with; and (D) a statement about whether, in the opinion of the signatory, the condition or covenant has been complied with. (ii) Any Officer’s Certificate of a Responsible Person of the Issuer Trust may be based, for legal matters, on an opinion of counsel, unless that Responsible Person knows, or in the exercise of reasonable care should know, that the opinion is erroneous. Any Officer’s Certificate of a Responsible Person of the Issuer Trust or opinion of counsel may be based, for factual matters, on an Officer’s Certificate of a Responsible Person of the Servicer, the Depositor or the Issuer Trust (including by the Administrator on behalf of the IssuerTrust), stating that the information about those factual matters is in the possession of the Servicer, the Depositor, the Issuer Trust or the Administrator, unless the Responsible Person of the Issuer Trust or counsel knows, or in the exercise of reasonable care should know, that the Officer’s Certificate is erroneous.

Appears in 2 contracts

Samples: Indenture (Verizon Master Trust), Indenture (Verizon Master Trust)

Form of Certificates and Opinions. (i) Each certificate or opinion on compliance with a condition or covenant in this Indenture will include: (A) a statement that each signatory of the certificate or opinion has read the covenant or condition and the definitions in this Indenture Indenture, any other Series 2023-7 Series Related Document or any Transaction Document relating to the covenant or condition; (B) a brief statement about the nature and scope of the examination or investigation on which the statements or opinions in the certificate or opinion are based; (C) a statement that, in the opinion of the signatory, the signatory has made an examination or investigation investigation, if necessary necessary, to enable the signatory to express an informed opinion on whether or not the covenant or condition has been complied with; and (D) a statement about whether, in the opinion of the signatory, the condition or covenant has been complied with. (ii) Any Officer’s Certificate of a Responsible Person of the Issuer Trust may be based, for legal matters, on an opinion of counsel, unless that Responsible Person knows, or in the exercise of reasonable care should know, that the opinion is erroneous. Any Officer’s Certificate of a Responsible Person of the Issuer Trust or opinion of counsel may be based, for factual matters, on an Officer’s Certificate of a Responsible Person of the Servicer, the Depositor or the Issuer Trust (including by the Administrator on behalf of the IssuerTrust), stating that the information about those factual matters is in the possession of the Servicer, the Depositor, the Issuer Trust or the Administrator, unless the Responsible Person of the Issuer Trust or counsel knows, or in the exercise of reasonable care should know, that the Officer’s Certificate is erroneous.

Appears in 2 contracts

Samples: Indenture (Verizon Master Trust), Indenture Agreement (Verizon Master Trust)

Form of Certificates and Opinions. (i) Each certificate or opinion on compliance with a condition or covenant in this Indenture will include: : (A) a statement that each signatory of the certificate or opinion has read the covenant or condition and the definitions in this Indenture Indenture, any other Series 2023-1 Series Related Document or any Transaction Document relating to the covenant or condition; ; (B) a brief statement about the nature and scope of the examination or investigation on which the statements or opinions in the certificate or opinion are based; ; (C) a statement that, in the opinion of the signatory, the signatory has made an examination or investigation investigation, if necessary necessary, to enable the signatory to express an informed opinion on whether or not the covenant or condition has been complied with; and and (D) a statement about whether, in the opinion of the signatory, the condition or covenant has been complied with. (ii) Any Officer’s Certificate of a Responsible Person of the Issuer Trust may be based, for legal matters, on an opinion of counsel, unless that Responsible Person knows, or in the exercise of reasonable care should know, that the opinion is erroneous. Any Officer’s Certificate of a Responsible Person of the Issuer Trust or opinion of counsel may be based, for factual matters, on an Officer’s Certificate of a Responsible Person of the Servicer, the Depositor or the Issuer Trust (including by the Administrator on behalf of the IssuerTrust), stating that the information about those factual matters is in the possession of the Servicer, the Depositor, the Issuer Trust or the Administrator, unless the Responsible Person of the Issuer Trust or counsel knows, or in the exercise of reasonable care should know, that the Officer’s Certificate is erroneous.

Appears in 2 contracts

Samples: Indenture (Verizon Master Trust), Indenture Agreement (Verizon Master Trust)

Form of Certificates and Opinions. (i) Each certificate or opinion on compliance with a condition or covenant in this Indenture will include: (A) a statement that each signatory of the certificate or opinion has read the covenant or condition and the definitions in this Indenture Indenture, any other Series 2023-5 Series Related Document or any Transaction Document relating to the covenant or condition; (B) a brief statement about the nature and scope of the examination or investigation on which the statements or opinions in the certificate or opinion are based; (C) a statement that, in the opinion of the signatory, the signatory has made an examination or investigation investigation, if necessary necessary, to enable the signatory to express an informed opinion on whether or not the covenant or condition has been complied with; and (D) a statement about whether, in the opinion of the signatory, the condition or covenant has been complied with. (ii) Any Officer’s Certificate of a Responsible Person of the Issuer Trust may be based, for legal matters, on an opinion of counsel, unless that Responsible Person knows, or in the exercise of reasonable care should know, that the opinion is erroneous. Any Officer’s Certificate of a Responsible Person of the Issuer Trust or opinion of counsel may be based, for factual matters, on an Officer’s Certificate of a Responsible Person of the Servicer, the Depositor or the Issuer Trust (including by the Administrator on behalf of the IssuerTrust), stating that the information about those factual matters is in the possession of the Servicer, the Depositor, the Issuer Trust or the Administrator, unless the Responsible Person of the Issuer Trust or counsel knows, or in the exercise of reasonable care should know, that the Officer’s Certificate is erroneous.

Appears in 2 contracts

Samples: Indenture (Verizon Master Trust), Indenture Agreement (Verizon Master Trust)

Form of Certificates and Opinions. (i) Each certificate or opinion on compliance with a condition or covenant in this Indenture will include: (A) a statement that each signatory of the certificate or opinion has read the covenant or condition and the definitions in this Indenture Indenture, any other Series 2022-1 Series Related Document or any Transaction Document relating to the covenant or condition; (B) a brief statement about the nature and scope of the examination or investigation on which the statements or opinions in the certificate or opinion are based; (C) a statement that, in the opinion of the signatory, the signatory has made an examination or investigation investigation, if necessary necessary, to enable the signatory to express an informed opinion on whether or not the covenant or condition has been complied with; and (D) a statement about whether, in the opinion of the signatory, the condition or covenant has been complied with. (ii) Any Officer’s Certificate of a Responsible Person of the Issuer Trust may be based, for legal matters, on an opinion of counsel, unless that Responsible Person knows, or in the exercise of reasonable care should know, that the opinion is erroneous. Any Officer’s Certificate of a Responsible Person of the Issuer Trust or opinion of counsel may be based, for factual matters, on an Officer’s Certificate of a Responsible Person of the Servicer, the Depositor or the Issuer Trust (including by the Administrator on behalf of the IssuerTrust), stating that the information about those factual matters is in the possession of the Servicer, the Depositor, the Issuer Trust or the Administrator, unless the Responsible Person of the Issuer Trust or counsel knows, or in the exercise of reasonable care should know, that the Officer’s Certificate is erroneous.

Appears in 2 contracts

Samples: Indenture (Verizon Master Trust), Indenture Agreement (Verizon Master Trust)

Form of Certificates and Opinions. (i) Each certificate or opinion on compliance with a condition or covenant in this Indenture will include: (A) a statement that each signatory of the certificate or opinion has read the covenant or condition and the definitions in this Indenture Indenture, any other Series 2024-3 Series Related Document or any Transaction Document relating to the covenant or condition; (B) a brief statement about the nature and scope of the examination or investigation on which the statements or opinions in the certificate or opinion are based; (C) a statement that, in the opinion of the signatory, the signatory has made an examination or investigation investigation, if necessary necessary, to enable the signatory to express an informed opinion on whether or not the covenant or condition has been complied with; and (D) a statement about whether, in the opinion of the signatory, the condition or covenant has been complied with. (ii) Any Officer’s Certificate of a Responsible Person of the Issuer Trust may be based, for legal matters, on an opinion of counsel, unless that Responsible Person knows, or in the exercise of reasonable care should know, that the opinion is erroneous. Any Officer’s Certificate of a Responsible Person of the Issuer Trust or opinion of counsel may be based, for factual matters, on an Officer’s Certificate of a Responsible Person of the Servicer, the Depositor or the Issuer Trust (including by the Administrator on behalf of the IssuerTrust), stating that the information about those factual matters is in the possession of the Servicer, the Depositor, the Issuer Trust or the Administrator, unless the Responsible Person of the Issuer Trust or counsel knows, or in the exercise of reasonable care should know, that the Officer’s Certificate is erroneous.

Appears in 2 contracts

Samples: Indenture (Verizon Master Trust), Indenture (Verizon Master Trust)

Form of Certificates and Opinions. (i) Each certificate or opinion on compliance with a condition or covenant in this Indenture will include: (A) a statement that each signatory of the certificate or opinion has read the covenant or condition and the definitions in this Indenture Indenture, any other Series 2023-2 Series Related Document or any Transaction Document relating to the covenant or condition; (B) a brief statement about the nature and scope of the examination or investigation on which the statements or opinions in the certificate or opinion are based; (C) a statement that, in the opinion of the signatory, the signatory has made an examination or investigation investigation, if necessary necessary, to enable the signatory to express an informed opinion on whether or not the covenant or condition has been complied with; and (D) a statement about whether, in the opinion of the signatory, the condition or covenant has been complied with. (ii) Any Officer’s Certificate of a Responsible Person of the Issuer Trust may be based, for legal matters, on an opinion of counsel, unless that Responsible Person knows, or in the exercise of reasonable care should know, that the opinion is erroneous. Any Officer’s Certificate of a Responsible Person of the Issuer Trust or opinion of counsel may be based, for factual matters, on an Officer’s Certificate of a Responsible Person of the Servicer, the Depositor or the Issuer Trust (including by the Administrator on behalf of the IssuerTrust), stating that the information about those factual matters is in the possession of the Servicer, the Depositor, the Issuer Trust or the Administrator, unless the Responsible Person of the Issuer Trust or counsel knows, or in the exercise of reasonable care should know, that the Officer’s Certificate is erroneous.

Appears in 2 contracts

Samples: Indenture (Verizon Master Trust), Indenture Agreement (Verizon Master Trust)

Form of Certificates and Opinions. (i) Each certificate or opinion on compliance with a condition or covenant in this Indenture will include: : (A) a statement that each signatory of the certificate or opinion has read the covenant or condition and the definitions in this Indenture Indenture, any other Series 2021-1 Series Related Document or any Transaction Document relating to the covenant or condition; ; (B) a brief statement about the nature and scope of the examination or investigation on which the statements or opinions in the certificate or opinion are based; ; (C) a statement that, in the opinion of the signatory, the signatory has made an examination or investigation investigation, if necessary necessary, to enable the signatory to express an informed opinion on whether or not the covenant or condition has been complied with; and and (D) a statement about whether, in the opinion of the signatory, the condition or covenant has been complied with. (ii) Any Officer’s Certificate of a Responsible Person of the Issuer Trust may be based, for legal matters, on an opinion of counsel, unless that Responsible Person knows, or in the exercise of reasonable care should know, that the opinion is erroneous. Any Officer’s Certificate of a Responsible Person of the Issuer Trust or opinion of counsel may be based, for factual matters, on an Officer’s Certificate of a Responsible Person of the Servicer, the Depositor or the Issuer Trust (including by the Administrator on behalf of the IssuerTrust), stating that the information about those factual matters is in the possession of the Servicer, the Depositor, the Issuer Trust or the Administrator, unless the Responsible Person of the Issuer Trust or counsel knows, or in the exercise of reasonable care should know, that the Officer’s Certificate is erroneous.

Appears in 2 contracts

Samples: Indenture (Verizon Master Trust), Indenture (Verizon Master Trust)

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Form of Certificates and Opinions. (i) Each certificate or opinion on compliance with a condition or covenant in this Indenture will include: (A) a statement that each signatory of the certificate or opinion has read the covenant or condition and the definitions in this Indenture Indenture, any other Series 2024-1 Series Related Document or any Transaction Document relating to the covenant or condition; (B) a brief statement about the nature and scope of the examination or investigation on which the statements or opinions in the certificate or opinion are based; (C) a statement that, in the opinion of the signatory, the signatory has made an examination or investigation investigation, if necessary necessary, to enable the signatory to express an informed opinion on whether or not the covenant or condition has been complied with; and (D) a statement about whether, in the opinion of the signatory, the condition or covenant has been complied with. (ii) Any Officer’s Certificate of a Responsible Person of the Issuer Trust may be based, for legal matters, on an opinion of counsel, unless that Responsible Person knows, or in the exercise of reasonable care should know, that the opinion is erroneous. Any Officer’s Certificate of a Responsible Person of the Issuer Trust or opinion of counsel may be based, for factual matters, on an Officer’s Certificate of a Responsible Person of the Servicer, the Depositor or the Issuer Trust (including by the Administrator on behalf of the IssuerTrust), stating that the information about those factual matters is in the possession of the Servicer, the Depositor, the Issuer Trust or the Administrator, unless the Responsible Person of the Issuer Trust or counsel knows, or in the exercise of reasonable care should know, that the Officer’s Certificate is erroneous.

Appears in 2 contracts

Samples: Indenture (Verizon Master Trust), Indenture (Verizon Master Trust)

Form of Certificates and Opinions. (i) Each certificate or opinion on compliance with a condition or covenant in this Indenture will include: : (A) a statement that each signatory of the certificate or opinion has read the covenant or condition and the definitions in this Indenture or the Transaction Document relating to the covenant or condition; ; (B) a brief statement about the nature and scope of the examination or investigation on which the statements or opinions in the certificate or opinion are based; ; (C) a statement that, in the opinion of the signatory, the signatory has made an examination or investigation if necessary to enable the signatory to express an informed opinion on whether or not the covenant or condition has been complied with; and and (D) a statement about whether, in the opinion of the signatory, the condition or covenant has been complied with. (ii) Any Officer’s Certificate of a Responsible Person of the Issuer may be based, for legal matters, on an opinion of counsel, unless that Responsible Person knows, or in the exercise of reasonable care should know, that the opinion is erroneous. Any Officer’s Certificate of a Responsible Person of the Issuer or opinion of counsel may be based, for factual matters, on an Officer’s Certificate of a Responsible Person of the Servicer, the Depositor or the Issuer (including by the Administrator on behalf of the Issuer), stating that the information about those factual matters is in the possession of the Servicer, the Depositor, the Issuer or the Administrator, unless the Responsible Person of the Issuer or counsel knows, or in the exercise of reasonable care should know, that the Officer’s Certificate is erroneous.

Appears in 2 contracts

Samples: Indenture (Verizon Owner Trust 2020-A), Indenture (Verizon Owner Trust 2020-A)

Form of Certificates and Opinions. (i) Each certificate or opinion on compliance with a condition or covenant in this Indenture will include: : (A) a statement that each signatory of the certificate or opinion has read the covenant or condition and the definitions in this Indenture Indenture, any other Series 2021-2 Series Related Document or any Transaction Document relating to the covenant or condition; ; (B) a brief statement about the nature and scope of the examination or investigation on which the statements or opinions in the certificate or opinion are based; ; (C) a statement that, in the opinion of the signatory, the signatory has made an examination or investigation investigation, if necessary necessary, to enable the signatory to express an informed opinion on whether or not the covenant or condition has been complied with; and and (D) a statement about whether, in the opinion of the signatory, the condition or covenant has been complied with. (ii) Any Officer’s Certificate of a Responsible Person of the Issuer Trust may be based, for legal matters, on an opinion of counsel, unless that Responsible Person knows, or in the exercise of reasonable care should know, that the opinion is erroneous. Any Officer’s Certificate of a Responsible Person of the Issuer Trust or opinion of counsel may be based, for factual matters, on an Officer’s Certificate of a Responsible Person of the Servicer, the Depositor or the Issuer Trust (including by the Administrator on behalf of the IssuerTrust), stating that the information about those factual matters is in the possession of the Servicer, the Depositor, the Issuer Trust or the Administrator, unless the Responsible Person of the Issuer Trust or counsel knows, or in the exercise of reasonable care should know, that the Officer’s Certificate is erroneous.

Appears in 2 contracts

Samples: Indenture (Verizon Master Trust), Indenture (Verizon Master Trust)

Form of Certificates and Opinions. (i) Each certificate or opinion on compliance with a condition or covenant in this Indenture will include: (A) a statement that each signatory of the certificate or opinion has read the covenant or condition and the definitions in this Indenture Indenture, any other Series 2022-2 Series Related Document or any Transaction Document relating to the covenant or condition; (B) a brief statement about the nature and scope of the examination or investigation on which the statements or opinions in the certificate or opinion are based; (C) a statement that, in the opinion of the signatory, the signatory has made an examination or investigation investigation, if necessary necessary, to enable the signatory to express an informed opinion on whether or not the covenant or condition has been complied with; and (D) a statement about whether, in the opinion of the signatory, the condition or covenant has been complied with. (ii) Any Officer’s Certificate of a Responsible Person of the Issuer Trust may be based, for legal matters, on an opinion of counsel, unless that Responsible Person knows, or in the exercise of reasonable care should know, that the opinion is erroneous. Any Officer’s Certificate of a Responsible Person of the Issuer Trust or opinion of counsel may be based, for factual matters, on an Officer’s Certificate of a Responsible Person of the Servicer, the Depositor or the Issuer Trust (including by the Administrator on behalf of the IssuerTrust), stating that the information about those factual matters is in the possession of the Servicer, the Depositor, the Issuer Trust or the Administrator, unless the Responsible Person of the Issuer Trust or counsel knows, or in the exercise of reasonable care should know, that the Officer’s Certificate is erroneous.

Appears in 2 contracts

Samples: Indenture (Verizon Master Trust), Indenture Agreement (Verizon Master Trust)

Form of Certificates and Opinions. (i) Each certificate or opinion on compliance with a condition or covenant in this Indenture will include: (A) a statement that each signatory of the certificate or opinion has read the covenant or condition and the definitions in this Indenture Indenture, any other Series 2024-5 Series Related Document or any Transaction Document relating to the covenant or condition; (B) a brief statement about the nature and scope of the examination or investigation on which the statements or opinions in the certificate or opinion are based; (C) a statement that, in the opinion of the signatory, the signatory has made an examination or investigation investigation, if necessary necessary, to enable the signatory to express an informed opinion on whether or not the covenant or condition has been complied with; and (D) a statement about whether, in the opinion of the signatory, the condition or covenant has been complied with. (ii) Any Officer’s Certificate of a Responsible Person of the Issuer Trust may be based, for legal matters, on an opinion of counsel, unless that Responsible Person knows, or in the exercise of reasonable care should know, that the opinion is erroneous. Any Officer’s Certificate of a Responsible Person of the Issuer Trust or opinion of counsel may be based, for factual matters, on an Officer’s Certificate of a Responsible Person of the Servicer, the Depositor or the Issuer Trust (including by the Administrator on behalf of the IssuerTrust), stating that the information about those factual matters is in the possession of the Servicer, the Depositor, the Issuer Trust or the Administrator, unless the Responsible Person of the Issuer Trust or counsel knows, or in the exercise of reasonable care should know, that the Officer’s Certificate is erroneous.

Appears in 1 contract

Samples: Indenture (Verizon Master Trust)

Form of Certificates and Opinions. (i) Each certificate or opinion on compliance with a condition or covenant in this Indenture will include: (A) a statement that each signatory of the certificate or opinion has read the covenant or condition and the definitions in this Indenture Indenture, any other Series 2022-5 Series Related Document or any Transaction Document relating to the covenant or condition; (B) a brief statement about the nature and scope of the examination or investigation on which the statements or opinions in the certificate or opinion are based; (C) a statement that, in the opinion of the signatory, the signatory has made an examination or investigation investigation, if necessary necessary, to enable the signatory to express an informed opinion on whether or not the covenant or condition has been complied with; and (D) a statement about whether, in the opinion of the signatory, the condition or covenant has been complied with. (ii) Any Officer’s Certificate of a Responsible Person of the Issuer Trust may be based, for legal matters, on an opinion of counsel, unless that Responsible Person knows, or in the exercise of reasonable care should know, that the opinion is erroneous. Any Officer’s Certificate of a Responsible Person of the Issuer Trust or opinion of counsel may be based, for factual matters, on an Officer’s Certificate of a Responsible Person of the Servicer, the Depositor or the Issuer Trust (including by the Administrator on behalf of the IssuerTrust), stating that the information about those factual matters is in the possession of the Servicer, the Depositor, the Issuer Trust or the Administrator, unless the Responsible Person of the Issuer Trust or counsel knows, or in the exercise of reasonable care should know, that the Officer’s Certificate is erroneous.

Appears in 1 contract

Samples: Indenture (Verizon Master Trust)

Form of Certificates and Opinions. (i) Each certificate or opinion on compliance with a condition or covenant in this Indenture will include: : (A) a statement that each signatory of the certificate or opinion has read the covenant or condition and the definitions in this Indenture Indenture, any other Series 2024-6 Series Related Document or any Transaction Document relating to the covenant or condition; ; (B) a brief statement about the nature and scope of the examination or investigation on which the statements or opinions in the certificate or opinion are based; ; (C) a statement that, in the opinion of the signatory, the signatory has made an examination or investigation investigation, if necessary necessary, to enable the signatory to express an informed opinion on whether or not the covenant or condition has been complied with; and and (D) a statement about whether, in the opinion of the signatory, the condition or covenant has been complied with. (ii) Any Officer’s Certificate of a Responsible Person of the Issuer Trust may be based, for legal matters, on an opinion of counsel, unless that Responsible Person knows, or in the exercise of reasonable care should know, that the opinion is erroneous. Any Officer’s Certificate of a Responsible Person of the Issuer Trust or opinion of counsel may be based, for factual matters, on an Officer’s Certificate of a Responsible Person of the Servicer, the Depositor or the Issuer Trust (including by the Administrator on behalf of the IssuerTrust), stating that the information about those factual matters is in the possession of the Servicer, the Depositor, the Issuer Trust or the Administrator, unless the Responsible Person of the Issuer Trust or counsel knows, or in the exercise of reasonable care should know, that the Officer’s Certificate is erroneous.

Appears in 1 contract

Samples: Indenture (Verizon Master Trust)

Form of Certificates and Opinions. (i) Each certificate or opinion on compliance with a condition or covenant in this Indenture will include: (A) a statement that each signatory of the certificate or opinion has read the covenant or condition and the definitions in this Indenture Indenture, any other Series 2023-6 Series Related Document or any Transaction Document relating to the covenant or condition; (B) a brief statement about the nature and scope of the examination or investigation on which the statements or opinions in the certificate or opinion are based; (C) a statement that, in the opinion of the signatory, the signatory has made an examination or investigation investigation, if necessary necessary, to enable the signatory to express an informed opinion on whether or not the covenant or condition has been complied with; and (D) a statement about whether, in the opinion of the signatory, the condition or covenant has been complied with. (ii) Any Officer’s Certificate of a Responsible Person of the Issuer Trust may be based, for legal matters, on an opinion of counsel, unless that Responsible Person knows, or in the exercise of reasonable care should know, that the opinion is erroneous. Any Officer’s Certificate of a Responsible Person of the Issuer Trust or opinion of counsel may be based, for factual matters, on an Officer’s Certificate of a Responsible Person of the Servicer, the Depositor or the Issuer Trust (including by the Administrator on behalf of the IssuerTrust), stating that the information about those factual matters is in the possession of the Servicer, the Depositor, the Issuer Trust or the Administrator, unless the Responsible Person of the Issuer Trust or counsel knows, or in the exercise of reasonable care should know, that the Officer’s Certificate is erroneous.

Appears in 1 contract

Samples: Indenture (Verizon Master Trust)

Form of Certificates and Opinions. (i) Each certificate or opinion on compliance with a condition or covenant in this Indenture will include: (A) a statement that each signatory of the certificate or opinion has read the covenant or condition and the definitions in this Indenture Indenture, any other Series 2022-6 Series Related Document or any Transaction Document relating to the covenant or condition; (B) a brief statement about the nature and scope of the examination or investigation on which the statements or opinions in the certificate or opinion are based; (C) a statement that, in the opinion of the signatory, the signatory has made an examination or investigation investigation, if necessary necessary, to enable the signatory to express an informed opinion on whether or not the covenant or condition has been complied with; and (D) a statement about whether, in the opinion of the signatory, the condition or covenant has been complied with. (ii) Any Officer’s Certificate of a Responsible Person of the Issuer Trust may be based, for legal matters, on an opinion of counsel, unless that Responsible Person knows, or in the exercise of reasonable care should know, that the opinion is erroneous. Any Officer’s Certificate of a Responsible Person of the Issuer Trust or opinion of counsel may be based, for factual matters, on an Officer’s Certificate of a Responsible Person of the Servicer, the Depositor or the Issuer Trust (including by the Administrator on behalf of the IssuerTrust), stating that the information about those factual matters is in the possession of the Servicer, the Depositor, the Issuer Trust or the Administrator, unless the Responsible Person of the Issuer Trust or counsel knows, or in the exercise of reasonable care should know, that the Officer’s Certificate is erroneous.

Appears in 1 contract

Samples: Indenture (Verizon Master Trust)

Form of Certificates and Opinions. (i) Each certificate or opinion on compliance with a condition or covenant in this Indenture will include: (A) a statement that each signatory of the certificate or opinion has read the covenant or condition and the definitions in this Indenture Indenture, any other Series 2024-2 Series Related Document or any Transaction Document relating to the covenant or condition; (B) a brief statement about the nature and scope of the examination or investigation on which the statements or opinions in the certificate or opinion are based; (C) a statement that, in the opinion of the signatory, the signatory has made an examination or investigation investigation, if necessary necessary, to enable the signatory to express an informed opinion on whether or not the covenant or condition has been complied with; and (D) a statement about whether, in the opinion of the signatory, the condition or covenant has been complied with. (ii) Any Officer’s Certificate of a Responsible Person of the Issuer Trust may be based, for legal matters, on an opinion of counsel, unless that Responsible Person knows, or in the exercise of reasonable care should know, that the opinion is erroneous. Any Officer’s Certificate of a Responsible Person of the Issuer Trust or opinion of counsel may be based, for factual matters, on an Officer’s Certificate of a Responsible Person of the Servicer, the Depositor or the Issuer Trust (including by the Administrator on behalf of the IssuerTrust), stating that the information about those factual matters is in the possession of the Servicer, the Depositor, the Issuer Trust or the Administrator, unless the Responsible Person of the Issuer Trust or counsel knows, or in the exercise of reasonable care should know, that the Officer’s Certificate is erroneous.

Appears in 1 contract

Samples: Indenture (Verizon Master Trust)

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