Common use of Form of Documents Delivered to the Indenture Trustee Clause in Contracts

Form of Documents Delivered to the Indenture Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an Authorized Officer may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel. Any such certificate of an Authorized Officer or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of or representations by an officer or officers of the Administrator, the Depositor or the Issuing Entity, stating that the information with respect to such factual matters is in the possession of the Administrator, the Depositor or the Issuing Entity. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument. Whenever in this Indenture, in connection with any application or certificate or report to the Indenture Trustee, it is provided that the Issuing Entity shall deliver any document as a condition of the granting of such application, or as evidence of the Issuing Entity’s compliance with any term hereof, it is intended that the truth and accuracy, at the time of the granting of such application or at the effective date of such certificate or report (as the case may be), of the facts and opinions stated in such document shall in such case be conditions precedent to the right of the Issuing Entity to have such application granted or to the sufficiency of such certificate or report. The foregoing shall not, however, be construed to affect the Indenture Trustee’s right to rely upon the truth and accuracy of any statement or opinion contained in any such document as provided in Article VI.

Form of Documents Delivered to the Indenture Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an Authorized Officer of the Indenture Trustee may be based, insofar as it relates to legal matters, upon an opinion of counsel, unless such Authorized Officer knows, or in the exercise of reasonable care should know, that the opinion is erroneous. Any such certificate of an Authorized Officer of the Indenture Trustee or any opinion of counsel may be based, insofar as it relates to factual matter upon a certificate or opinion of, or representations by, counsel. Any such certificate of an one or more Authorized Officer or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of or representations by an officer or officers Officers of the Administrator, Sponsor or of the Depositor or the Issuing EntityMaster Servicer, stating that the information with respect to such factual matters is in the possession of the AdministratorSponsor or of the Master Servicer, unless such Authorized Officer or counsel knows, or in the Depositor exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. Any opinion of counsel may also be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an Authorized Officer of the Issuing EntityIndenture Trustee, stating that the information with respect to such matters is in the possession of the Indenture Trustee, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. Any opinion of counsel may be based on the written opinion of other counsel, in which event such opinion of counsel shall be accompanied by a copy of such other counsel's opinion and shall include a statement to the effect that such counsel believes that such counsel and the Indenture Trustee may reasonably rely upon the opinion of such other counsel. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this IndentureAgreement, they may, but need not, be consolidated and form one instrument. Whenever in this Indenture, in connection with any application or certificate or report to the Indenture Trustee, it is provided that the Issuing Entity shall deliver any document as a condition of the granting of such application, or as evidence of the Issuing Entity’s compliance with any term hereof, it is intended that the truth and accuracy, at the time of the granting of such application or at the effective date of such certificate or report (as the case may be), of the facts and opinions stated in such document shall in such case be conditions precedent to the right of the Issuing Entity to have such application granted or to the sufficiency of such certificate or report. The foregoing shall not, however, be construed to affect the Indenture Trustee’s right to rely upon the truth and accuracy of any statement or opinion contained in any such document as provided in Article VI.

Form of Documents Delivered to the Indenture Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an Authorized Officer of the Indenture Trustee may be based, insofar as it relates to legal matters, upon an opinion of counsel, unless such Authorized Officer knows, or in the exercise of reasonable care should know, that the opinion is erroneous. Any such certificate of an Authorized Officer of the Indenture Trustee or any opinion of counsel may be based, insofar as it relates to factual matter upon a certificate or opinion of, or representations by, counsel. Any such certificate of an one or more Authorized Officer or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of or representations by an officer or officers Officers of the Administrator, Sponsor or of the Depositor or the Issuing EntityMaster Servicer, stating that the information with respect to such factual matters is in the possession of the AdministratorSponsor or of the Master Servicer, unless such Authorized Officer or counsel knows, or in the Depositor or exercise of reasonable care should know, that the Issuing Entity. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument. Whenever in this Indenture, in connection with any application or certificate or report opinion or representations with respect to such matters are erroneous. Any opinion of counsel may also be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an Authorized Officer of the Indenture Trustee, it is provided stating that the Issuing Entity shall deliver any document as a condition information with respect to such matters is in the possession of the granting of such application, or as evidence of the Issuing Entity’s compliance with any term hereof, it is intended that the truth and accuracy, at the time of the granting of such application or at the effective date of such certificate or report (as the case may be), of the facts and opinions stated in such document shall in such case be conditions precedent to the right of the Issuing Entity to have such application granted or to the sufficiency of such certificate or report. The foregoing shall not, however, be construed to affect the Indenture Trustee’s right , unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. Any opinion of counsel may be based on the written opinion of other counsel, in which event such opinion of counsel shall be accompanied by a copy of such other counsel's opinion and shall include a statement to the effect that such counsel believes that such counsel and the Indenture Trustee may reasonably rely upon the truth and accuracy opinion of any statement or opinion contained in any such document as provided in Article VIother counsel.

Form of Documents Delivered to the Indenture Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an Authorized Officer of the Indenture Trustee may be based, insofar as it relates to legal matters, upon a certificate or an opinion ofof counsel, unless such Authorized Officer knows, or representations byin the exercise of reasonable care should know, counselthat the opinion is erroneous. Any such certificate of an Authorized Officer of the Indenture Trustee or Opinion any opinion of Counsel counsel may be based, insofar as it relates to factual matters, matter upon a certificate or opinion of of, or representations by an officer 47 52 by, one or officers more Authorized Officers of the Administrator, Sponsor or of the Depositor or the Issuing EntityMaster Servicer, stating that the information with respect to such factual matters is in the possession of the AdministratorSponsor or of the Master Servicer, unless such Authorized Officer or counsel knows, or in the Depositor exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. Any opinion of counsel may also be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an Authorized Officer of the Issuing EntityIndenture Trustee, stating that the information with respect to such matters is in the possession of the Indenture Trustee, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. Any opinion of counsel may be based on the written opinion of other counsel, in which event such opinion of counsel shall be accompanied by a copy of such other counsel's opinion and shall include a statement to the effect that such counsel believes that such counsel and the Indenture Trustee may reasonably rely upon the opinion of such other counsel. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this IndentureAgreement, they may, but need not, be consolidated and form one instrument. Whenever in this Indenture, in connection with any application or certificate or report to the Indenture Trustee, it is provided that the Issuing Entity shall deliver any document as a condition of the granting of such application, or as evidence of the Issuing Entity’s compliance with any term hereof, it is intended that the truth and accuracy, at the time of the granting of such application or at the effective date of such certificate or report (as the case may be), of the facts and opinions stated in such document shall in such case be conditions precedent to the right of the Issuing Entity to have such application granted or to the sufficiency of such certificate or report. The foregoing shall not, however, be construed to affect the Indenture Trustee’s right to rely upon the truth and accuracy of any statement or opinion contained in any such document as provided in Article VI.

Form of Documents Delivered to the Indenture Trustee. In any case where (a) If several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. . (b) Any certificate or opinion of an Authorized Officer of the Owner Trustee may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations byby outside counsel, counselunless such Authorized Officer knows that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate of an Authorized Officer or opinion or any Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of of, or representations by by, an officer or officers Authorized Officer of the Servicer, the Administrator, the Depositor Owner Trustee or the Issuing EntitySeller on behalf of the Owner Trustee, stating that the information with respect to such factual matters is in the possession of the AdministratorOwner Trustee or such Person, unless such officer or counsel knows that the Depositor certificate or opinion or representations with respect to such matters are erroneous. Any Opinion of Counsel may be based on the Issuing Entity. written opinion of other counsel, in which event such Opinion of Counsel shall be accompanied by a copy of such other counsel's opinion and shall include a statement to the effect that such counsel believes that such counsel and the Indenture Trustee may reasonably rely upon the opinion of such other counsel. (c) Where any Person is required to make, give or execute two or more applications, requests, consents, certificatesnotices, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument. Whenever . (d) Wherever in this Indenture, in connection with any application or certificate or report to the Indenture Trustee, it is provided that that, the Issuing Entity Owner Trustee, the Seller, the Administrator or the Servicer shall deliver any document as a condition of the granting of such application, or as evidence of the Issuing Entity’s Owner Trustee's or the Servicer's compliance with any term hereof, it is intended that the truth and accuracy, at the time of the granting of such application or at the effective date of such certificate notice or report (as the case may be), of the facts and opinions stated in such document shall in such case be conditions precedent to the right of the Issuing Entity Owner Trustee to have such application granted or to the sufficiency of such certificate notice or report. The foregoing shall not, however, be construed to affect the Indenture Trustee’s 's right to rely upon the truth and accuracy of any statement or opinion contained in any such document as provided in Article VISection 7.01(b)(ii). (e) Wherever in this Indenture it is provided that, the absence of the occurrence and continuation of an Event of Servicing Default is a condition precedent to the taking of any action by the Indenture Trustee at the request or direction of the Owner Trustee, then notwithstanding that the satisfaction of such condition is a condition precedent to the Owner Trustee's or the Indenture Trustee's right to make such request or direction, the Indenture Trustee shall be protected in acting in accordance with such request or direction if it does not have actual knowledge of the occurrence and continuation of such Event of Servicing Default.

Form of Documents Delivered to the Indenture Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an Authorized Officer of the Issuer may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his or her certificate or opinion is based are erroneous. Any such certificate of an Authorized Officer or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of of, or representations by by, an officer or officers of the Administrator, the Depositor or the Issuing EntityIssuer, stating that the information with respect to such factual matters is in the possession of the Administrator, the Depositor or the Issuing EntityIssuer, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument. Whenever in this Indenture, in connection with any application or application, certificate or report to the Indenture Trustee, it is provided that the Issuing Entity Issuer shall deliver any document (x) as a condition of the granting of such application, or (y) as evidence of the Issuing Entity’s Issuer's compliance with any term hereof, it is intended that the truth and accuracy, at the time of the granting of such application or at the effective date of such certificate or report (as the case may be), of the facts and opinions stated in such document shall in such each case be conditions precedent to the right of the Issuing Entity Issuer to have such application granted or to the sufficiency of such certificate or report. The foregoing shall not, however, be construed to affect the Indenture Trustee’s 's right to rely upon the truth and accuracy of any statement or opinion contained in any such document as provided in Article VI.

Form of Documents Delivered to the Indenture Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an Authorized Officer of the Issuer may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his or her certificate or opinion is based are erroneous. Any such certificate of an Authorized Officer or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of of, or representations by by, an officer or officers of the AdministratorServicer, the Depositor Seller, the Administrator or the Issuing EntityIssuer, stating that the information with respect to such factual matters is in the possession of the AdministratorServicer, the Depositor Seller, the 57 Indenture (ACMAT 2024-2) Administrator or the Issuing EntityIssuer, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument. Whenever in this Indenture, in connection with any application or certificate or report to the Indenture Trustee, it is provided that the Issuing Entity Issuer shall deliver any document as a condition of the granting of such application, or as evidence of the Issuing EntityIssuer’s compliance with any term hereof, it is intended that the truth and accuracy, at the time of the granting of such application or at the effective date of such certificate or report (as the case may be), of the facts and opinions stated in such document shall in such case be conditions precedent to the right of the Issuing Entity Issuer to have such application granted or to the sufficiency of such certificate or report. The foregoing shall not, however, be construed to affect the Indenture Trustee’s right to rely upon the truth and accuracy of any statement or opinion contained in any such document as provided in Article VI.

Form of Documents Delivered to the Indenture Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an Authorized Officer of the Indenture Trustee may be based, insofar as it relates to legal matters, upon an opinion of counsel, unless such Authorized Officer knows, or in the exercise of reasonable care should know, that the opinion is erroneous. Any such certificate of an Authorized Officer of the Indenture Trustee or any opinion of counsel may be based, insofar as it relates to factual matter upon a certificate or opinion of, or representations by, counsel. Any such certificate of an one or more Authorized Officer or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of or representations by an officer or officers Officers of the Administrator, Seller or of the Depositor or the Issuing EntityServicer, stating that the information with respect to such factual matters is in the possession of the AdministratorSeller or of the Servicer, unless such Authorized Officer or counsel knows, or in the Depositor exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. Any opinion of counsel may also be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an Authorized Officer of the Issuing EntityIndenture Trustee, stating that the information with respect to such matters is in the possession of the Indenture Trustee, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. Any opinion of counsel may be based on the written opinion of other counsel, in which event such opinion of counsel shall be accompanied by a copy of such other counsel's opinion and shall include a statement to the effect that such counsel believes that such counsel and the Indenture Trustee may reasonably rely upon the opinion of such other counsel. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this IndentureAgreement, they may, but need not, be consolidated and form one instrument. Whenever in this Indenture, in connection with any application or certificate or report to the Indenture Trustee, it is provided that the Issuing Entity shall deliver any document as a condition of the granting of such application, or as evidence of the Issuing Entity’s compliance with any term hereof, it is intended that the truth and accuracy, at the time of the granting of such application or at the effective date of such certificate or report (as the case may be), of the facts and opinions stated in such document shall in such case be conditions precedent to the right of the Issuing Entity to have such application granted or to the sufficiency of such certificate or report. The foregoing shall not, however, be construed to affect the Indenture Trustee’s right to rely upon the truth and accuracy of any statement or opinion contained in any such document as provided in Article VI.

Form of Documents Delivered to the Indenture Trustee. In any case where (a) If several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. . (b) Any certificate or opinion of an Authorized Officer of the Owner Trustee may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations byby outside counsel, counselunless such Authorized Officer knows that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate of an Authorized Officer or opinion or any Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of of, or representations by by, an officer or officers Authorized Officer of the Servicer, the Administrator, the Depositor Owner Trustee or the Issuing EntitySeller on behalf of the Owner Trustee, stating that the information with respect to such factual matters is in the possession of the AdministratorOwner Trustee or such Person, unless such officer or counsel knows that the Depositor certificate or opinion or representations with respect to such matters are erroneous. Any Opinion of Counsel may be based on the Issuing Entity. written opinion of other counsel, in which event such Opinion of Counsel shall be accompanied by a copy of such other counsel's opinion and shall include a 129 statement to the effect that such counsel believes that such counsel and the Indenture Trustee may reasonably rely upon the opinion of such other counsel. (c) Where any Person is required to make, give or execute two or more applications, requests, consents, certificatesnotices, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument. Whenever . (d) Wherever in this Indenture, in connection with any application or certificate or report to the Indenture Trustee, it is provided that that, the Issuing Entity Owner Trustee, the Seller, the Administrator or the Servicer shall deliver any document as a condition of the granting of such application, or as evidence of the Issuing Entity’s Owner Trustee's or the Servicer's compliance with any term hereof, it is intended that the truth and accuracy, at the time of the granting of such application or at the effective date of such certificate notice or report (as the case may be), of the facts and opinions stated in such document shall in such case be conditions precedent to the right of the Issuing Entity Owner Trustee to have such application granted or to the sufficiency of such certificate notice or report. The foregoing shall not, however, be construed to affect the Indenture Trustee’s 's right to rely upon the truth and accuracy of any statement or opinion contained in any such document as provided in Article VISection 7.01(b)(ii). (e) Wherever in this Indenture it is provided that, the absence of the occurrence and continuation of an Event of Servicing Default is a condition precedent to the taking of any action by the Indenture Trustee at the request or direction of the Owner Trustee, then notwithstanding that the satisfaction of such condition is a condition precedent to the Owner Trustee's or the Indenture Trustee's right to make such request or direction, the Indenture Trustee shall be protected in acting in accordance with such request or direction if it does not have actual knowledge of the occurrence and continuation of such Event of Servicing Default.

Form of Documents Delivered to the Indenture Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an Authorized Officer of the Indenture Trustee may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations byby counsel, counselunless such Authorized Officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or opinion of an Authorized Officer of the Indenture Trustee or Opinion any opinion of Counsel counsel may be based, insofar as it relates to factual matters, matter upon a certificate or opinion of of, or representations by an officer by, one or officers more Authorized Officers of the AdministratorIssuer, the Depositor Depositor, the Seller or the Issuing EntityServicer, stating that the information with respect to such factual matters is in the possession of the AdministratorIssuer, the Depositor Depositor, the Seller or the Issuing EntityServicer, unless such Authorized Officer or counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. Any opinion of counsel may also be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an Authorized Officer of the Indenture Trustee, stating that the information with respect to such matters is in the possession of the Indenture Trustee, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. Any opinion of counsel may be based on the written opinion of other counsel, in which event such opinion of counsel shall be accompanied by a copy of such other counsel's opinion and shall include a statement to the effect that such counsel believes that such counsel and the Indenture Trustee may reasonably rely upon the opinion of such other counsel. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument. Whenever in this Indenture, in connection with any application or certificate or report to the Indenture Trustee, it is provided that the Issuing Entity shall deliver any document as a condition of the granting of such application, or as evidence of the Issuing Entity’s compliance with any term hereof, it is intended that the truth and accuracy, at the time of the granting of such application or at the effective date of such certificate or report (as the case may be), of the facts and opinions stated in such document shall in such case be conditions precedent to the right of the Issuing Entity to have such application granted or to the sufficiency of such certificate or report. The foregoing shall not, however, be construed to affect the Indenture Trustee’s right to rely upon the truth and accuracy of any statement or opinion contained in any such document as provided in Article VI.

Form of Documents Delivered to the Indenture Trustee. In any case where (a) If several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. . (b) Any certificate or opinion of an Authorized Officer of the Owner Trustee may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations byby outside counsel, counselunless such Authorized Officer knows that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate of an Authorized Officer or opinion or any Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of of, or representations by by, an officer or officers Authorized Officer of the Servicer, the Administrator, the Depositor Owner Trustee or the Issuing EntitySeller on behalf of the Owner Trustee, stating that the information with respect to such factual matters is in the possession of the AdministratorOwner Trustee or such Person, unless such officer or counsel knows that the Depositor certificate or opinion or representations with respect to such matters are erroneous. Any Opinion 121 of Counsel may be based on the Issuing Entity. written opinion of other counsel, in which event such Opinion of Counsel shall be accompanied by a copy of such other counsel's opinion and shall include a statement to the effect that such counsel believes that such counsel and the Indenture Trustee may reasonably rely upon the opinion of such other counsel. (c) Where any Person is required to make, give or execute two or more applications, requests, consents, certificatesnotices, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument. Whenever . (d) Wherever in this Indenture, in connection with any application or certificate or report to the Indenture Trustee, it is provided that that, the Issuing Entity Owner Trustee, the Seller, the Administrator or the Servicer shall deliver any document as a condition of the granting of such application, or as evidence of the Issuing Entity’s Owner Trustee's or the Servicer's compliance with any term hereof, it is intended that the truth and accuracy, at the time of the granting of such application or at the effective date of such certificate notice or report (as the case may be), of the facts and opinions stated in such document shall in such case be conditions precedent to the right of the Issuing Entity Owner Trustee to have such application granted or to the sufficiency of such certificate notice or report. The foregoing shall not, however, be construed to affect the Indenture Trustee’s 's right to rely upon the truth and accuracy of any statement or opinion contained in any such document as provided in Article VISection 7.01(b)(ii). (e) Wherever in this Indenture it is provided that, the absence of the occurrence and continuation of an Event of Servicing Default is a condition precedent to the taking of any action by the Indenture Trustee at the request or direction of the Owner Trustee, then notwithstanding that the satisfaction of such condition is a condition precedent to the Owner Trustee's or the Indenture Trustee's right to make such request or direction, the Indenture Trustee shall be protected in acting in accordance with such request or direction if it does not have actual knowledge of the occurrence and continuation of such Event of Servicing Default.

Form of Documents Delivered to the Indenture Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an Authorized Officer of the Issuer may be based, insofar as it relates to legal matters, upon a certificate to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his or her certificate or opinion is based are erroneous. Any such certificate of an Authorized Officer or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of of, or representations by by, an officer or officers of the Administrator, the Depositor or the Issuing EntityIssuer, stating that the information with respect to such factual matters is in the possession of the Administrator, the Depositor or the Issuing EntityIssuer, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument. Whenever in this Indenture, in connection with any application or application, certificate or report to the Indenture Trustee, it is provided that the Issuing Entity Issuer shall deliver any document (x) as a condition of the granting of such application, or (y) as evidence of the Issuing Entity’s Issuer's compliance with any term hereof, it is intended that the truth and accuracy, at the time of the granting of such application or at the effective date of such certificate or report (as the case may be), of the facts and opinions stated in such document shall in such each case be conditions precedent to the right of the Issuing Entity Issuer to have such application granted or to the sufficiency of such certificate or report. The foregoing shall not, however, be construed to affect the Indenture Trustee’s 's right to rely upon the truth and accuracy of any statement or opinion contained in any such document as provided in Article VI.

Form of Documents Delivered to the Indenture Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an Authorized Officer of the Issuer may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate, opinion or representations with respect to the matters upon which his certificate or opinion is based is/are erroneous. Any such certificate of an Authorized Officer or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of of, or representations by by, an officer or officers of the Administratorany Originator, the Depositor or Master Servicer, the Issuing EntityTransferor and/or the Issuer, stating that the information with respect to such factual matters is in the possession of the Administratorany Originator, the Depositor Master Servicer, the Transferor and/or the Issuer, as applicable, unless such Authorized Officer or the Issuing Entityapplicable counsel knows, or in the exercise of reasonable care should know, that the certificate, opinion or representations with respect to such matters is/are erroneous. Any Opinion of Counsel may be based on the written opinion of other counsel, in which event such Opinion of Counsel shall be accompanied by a copy of such other counsel's opinion. Where any Person is required or permitted to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument. Whenever in this Indenture, in connection with any application or application, certificate or report to the Indenture Trustee, it is provided that the Issuing Entity Issuer shall deliver any document as a condition of the granting of such application, or as evidence of the Issuing Entity’s Issuer's compliance with any term hereof, it is intended that the truth and accuracy, at the time of the granting of such application or at the effective date of such certificate or report (as the case may be), of the facts and opinions stated in such document shall in such case be conditions precedent to the right of the Issuing Entity Issuer to have such application granted or to the sufficiency of such certificate or report. The foregoing shall not, however, be construed to affect the Indenture Trustee’s 's right to rely upon the truth and accuracy of any statement or opinion contained in any such document as provided in Article VI.

Form of Documents Delivered to the Indenture Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an Authorized Officer may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel. Any such certificate of an Authorized Officer or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of or representations by an officer or officers of the Administrator, the Depositor Transferor or the Issuing EntityIssuer, stating that the information with respect to such factual matters is in the possession of the Administrator, the Depositor Transferor or the Issuing EntityIssuer. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument. Whenever in this Indenture, in connection with any application or certificate or report to the Indenture Trustee, it is provided that the Issuing Entity Issuer shall deliver any document as a condition of the granting of such application, or as evidence of the Issuing Entity’s Issuer's compliance with any term hereof, it is intended that the truth and accuracy, at the time of the granting of such application or at the effective date of such certificate or report (as the case may be), of the facts and opinions stated in such document shall in such case be conditions precedent to the right of the Issuing Entity Issuer to have such application granted or to the sufficiency of such certificate or report. The foregoing shall not, however, be construed to affect the Indenture Trustee’s 's right to rely upon the truth and accuracy of any statement or opinion contained in any such document as provided in Article VI.

Form of Documents Delivered to the Indenture Trustee. In any case where (a) If several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. . (b) Any certificate or opinion of an Authorized Officer of the Owner Trustee may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations byby outside counsel, counselunless such Authorized Officer knows that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate of an Authorized Officer or opinion or any Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of of, or representations by by, an officer or officers Authorized Officer of the Servicer, the Administrator, the Depositor Owner Trustee or the Issuing EntitySeller on behalf of the Owner Trustee, stating that the information with respect to such factual matters is in the possession of the AdministratorOwner Trustee or such Person, unless such officer or counsel knows that the Depositor certificate or opinion or representations with respect to such matters are erroneous. Any Opinion of Counsel may be based on the Issuing Entity. written opinion of other counsel, in which event such Opinion of Counsel shall be accompanied by a copy of such other counsel's opinion and shall include a statement to the effect that such counsel believes that such counsel and the Indenture Trustee may reasonably rely upon the opinion of such other counsel. (c) Where any Person is required to make, give or execute two or more applications, requests, consents, certificatesnotices, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument. Whenever . (d) Wherever in this Indenture, in connection with any application or certificate or report to the Indenture Trustee, it is provided that that, the Issuing Entity Owner Trustee, the Seller, the Administrator or the Servicer shall deliver any document as a condition of the granting of such application, or as evidence of the Issuing Entity’s Owner Trustee's or the Servicer's compliance with any term hereof, it is intended that the truth and accuracy, at the time of the granting of such application or at the effective date of such certificate notice or report (as the case may be), of the facts and opinions stated 119 in such document shall in such case be conditions precedent to the right of the Issuing Entity Owner Trustee to have such application granted or to the sufficiency of such certificate notice or report. The foregoing shall not, however, be construed to affect the Indenture Trustee’s 's right to rely upon the truth and accuracy of any statement or opinion contained in any such document as provided in Article VISection 7.01(b)(ii). (e) Wherever in this Indenture it is provided that, the absence of the occurrence and continuation of an Event of Servicing Default is a condition precedent to the taking of any action by the Indenture Trustee at the request or direction of the Owner Trustee, then notwithstanding that the satisfaction of such condition is a condition precedent to the Owner Trustee's or the Indenture Trustee's right to make such request or direction, the Indenture Trustee shall be protected in acting in accordance with such request or direction if it does not have actual knowledge of the occurrence and continuation of such Event of Servicing Default.

Form of Documents Delivered to the Indenture Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an Authorized Officer of the Indenture Trustee may be based, insofar as it relates to legal matters, upon an opinion of counsel, unless such Authorized Officer knows, or in the exercise of reasonable care should know, that the opinion is erroneous. Any such certificate of an Authorized Officer of the Indenture Trustee or any opinion of counsel may be based, insofar as it relates to factual matter upon a certificate or opinion of, or representations by, counsel. Any such certificate of an one or more Authorized Officer or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of or representations by an officer or officers Officers of the Administrator, Sponsor or of the Depositor or the Issuing EntityMaster Servicer, stating that the information with respect to such factual matters is in the possession of the AdministratorSponsor or of the Master Servicer, unless such Authorized Officer or counsel knows, or in the Depositor exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. Any opinion of counsel may also be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an Authorized Officer of the Issuing EntityIndenture Trustee, stating that the information with respect to such matters is in the possession of the Indenture Trustee, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. Any opinion of counsel may be based on the written opinion of other counsel, in which event such opinion of counsel shall be accompanied by a copy of such other counsel's opinion and shall include a statement to the effect that such counsel believes that such counsel and the Indenture Trustee may reasonably rely upon the opinion of such other counsel. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this IndentureAgreement, they may, but need not, be consolidated and form one instrument. Whenever in this Indenture, in connection with any application or certificate or report to the Indenture Trustee, it is provided that the Issuing Entity shall deliver any document as a condition of the granting of such application, or as evidence of the Issuing Entity’s compliance with any term hereof, it is intended that the truth and accuracy, at the time of the granting of such application or at the effective date of such certificate or report (as the case may be), of the facts and opinions stated in such document shall in such case be conditions precedent to the right of the Issuing Entity to have such application granted or to the sufficiency of such certificate or report. The foregoing shall not, however, be construed to affect the Indenture Trustee’s right to rely upon the truth and accuracy of any statement or opinion contained in any such document as provided in Article VI.