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

Compliance Certificates and Opinions, etc. (a) Upon any written application or request by the Issuer to the Indenture Trustee to take any action under this Indenture, other than any request that (i) the Indenture Trustee authenticate the Notes specified in such request, or (ii) the Indenture Trustee pay amounts due and payable to the Issuer hereunder to the Issuer’s assignee specified in such request, the Issuer shall furnish to the Indenture Trustee: (1) an Officer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, (2) an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with and that such action is authorized and permitted by this Indenture and (3) (if required by the TIA) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section 11.1, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by this Indenture, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

Appears in 16 contracts

Samples: Indenture (GE Equipment Midticket LLC, Series 2011-1), Indenture (GE Equipment Midticket LLC, Series 2011-1), Indenture (GE Equipment Midticket LLC, Series 2014-1)

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Compliance Certificates and Opinions, etc. (a) Upon In connection with any written application order or request by the Issuer to the Indenture Trustee to take any action under this Indenture, other than any request that the Issuer will deliver the following documents to the Indenture Trustee (such documents, collectively, an "Issuer Order" or "Issuer Request", as applicable): (i) the Indenture Trustee authenticate the Notes specified in such a written order or a written request, or (ii) respectively, signed in the Indenture Trustee pay amounts due and payable to name of the Issuer hereunder to the Issuer’s assignee specified in such request, the Issuer shall furnish by any one of its Responsible Persons and delivered to the Indenture Trustee: , (1ii) an Officer’s 's Certificate stating that all conditions precedent, if any, precedent provided for in this Indenture relating to the proposed action have been complied with, (2iii) to the extent required by the TIA or upon request of the Indenture Trustee, an Opinion of Counsel stating to the effect that in the opinion of such counsel all such conditions precedent, if any, precedent have been complied with and that such action is authorized and permitted by this Indenture and (3iv) (if required by the TIA) an Independent Certificate from a firm of certified public accountants meeting of national reputation selected by the applicable requirements of this Section 11.1, except thatIssuer. However, in the case of any such application or request as to which the furnishing of such documents is specifically required by this Indenture, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:.

Appears in 13 contracts

Samples: Indenture (Ford Credit Auto Owner Trust 2010-B), Indenture (Ford Credit Auto Owner Trust 2008-C), Indenture (Ford Credit Auto Owner Trust 2009-A)

Compliance Certificates and Opinions, etc. (a) Upon In connection with any written application order or request by the Issuer to the Indenture Trustee to take any action under this Indenture, other than any request that the Issuer will deliver the following documents to the Indenture Trustee (such documents, collectively, an “Issuer Order” or “Issuer Request”, as applicable): (i) the Indenture Trustee authenticate the Notes specified in such a written order or a written request, or (ii) respectively, signed in the Indenture Trustee pay amounts due and payable to name of the Issuer hereunder to the Issuer’s assignee specified in such request, the Issuer shall furnish by any one of its Responsible Persons and delivered to the Indenture Trustee: , (1ii) an Officer’s Certificate stating that all conditions precedent, if any, precedent provided for in this Indenture relating to the proposed action have been complied with, (2iii) to the extent required by the TIA or on the request of the Indenture Trustee, an Opinion of Counsel stating that in the opinion of such that counsel all such those conditions precedent, if any, precedent have been complied with and that such action is authorized and permitted by this Indenture and (3iv) (if required by the TIA) an Independent Certificate from a firm of certified public accountants meeting of national reputation selected by the applicable requirements of this Section 11.1, except thatIssuer. However, in the case of any such application order or request as to for which the furnishing of such the documents is specifically required by this Indenture, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:.

Appears in 7 contracts

Samples: Indenture (Ford Credit Auto Lease Trust 2014-B), Indenture (Ford Credit Auto Lease Trust 2015-B), Indenture (CAB West LLC)

Compliance Certificates and Opinions, etc. (a) Upon In connection with any written application order or request by the Issuer to the Indenture Trustee to take any action under this Indenture, other than any request that the Issuer will deliver the following documents to the Indenture Trustee (such documents, collectively, an “Issuer Order” or “Issuer Request”, as applicable): (i) the Indenture Trustee authenticate the Notes specified in such a written order or a written request, or (ii) respectively, signed in the Indenture Trustee pay amounts due and payable to name of the Issuer hereunder to the Issuer’s assignee specified in such request, the Issuer shall furnish by any one of its Responsible Persons and delivered to the Indenture Trustee: , (1ii) an Officer’s Certificate stating that all conditions precedent, if any, precedent provided for in this Indenture relating to the proposed action have been complied with, (2iii) to the extent required by the TIA or upon the request of the Indenture Trustee, an Opinion of Counsel stating to the effect that in the opinion of such counsel all such conditions precedent, if any, precedent have been complied with and that such action is authorized and permitted by this Indenture and (3iv) (if required by the TIA) an Independent Certificate from a firm of certified public accountants meeting of national reputation selected by the applicable requirements of this Section 11.1, except thatIssuer. However, in the case of any such application order or request as to which the furnishing of such documents is specifically required by this Indenture, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:.

Appears in 6 contracts

Samples: Indenture (Ford Credit Auto Lease Trust 2013-A), Indenture (Ford Credit Auto Lease Trust 2012-A), Indenture (Ford Credit Auto Lease Trust 2012-B)

Compliance Certificates and Opinions, etc. (a) Upon any written application or request by the Issuer to the Indenture Trustee to take any action under this Indenture, other than any request that (i) the Indenture Trustee authenticate the Notes specified in such request, or (ii) the Indenture Trustee pay amounts due and payable to the Issuer hereunder to the Issuer’s assignee specified in such request, the Issuer shall furnish to the Indenture Trustee: (1) an Officer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, (2) an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with and that such action is authorized and permitted by this Indenture and (3) (if required by the TIA) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section 11.1Section, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by this Indenture, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

Appears in 6 contracts

Samples: Indenture (GE Equipment Transportation LLC, Series 2011-1), Indenture (GE Equipment Transportation LLC, Series 2011-1), Indenture (GE Equipment Transportation LLC, Series 2012-2)

Compliance Certificates and Opinions, etc. (a) Upon any written application or request (or oral application with prompt written or telecopied confirmation) by the Issuer to the Indenture Trustee to take any action under this Indenture, other than any request that (i) the Indenture Trustee authenticate the Notes specified in such request, or (ii) the Indenture Trustee pay amounts due and payable to the Issuer hereunder to the Issuer’s 's assignee specified in such request, the Issuer shall furnish to the Indenture Trustee: (1) an Officer’s Officers' Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, (2) an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with and that such action is authorized and permitted by this Indenture and (3) (if required by the TIA) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section 11.1Section, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by this Indenture, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

Appears in 5 contracts

Samples: Cef Equipment Holding LLC, GE Equipment Midticket LLC, Series 2006-1, Indenture (Cef Equipment Holding Ge Commerical Equip Fin Series 2004-1)

Compliance Certificates and Opinions, etc. (a) Upon In connection with any written application order or request by the Issuer to the Indenture Trustee to take any action under this Indenture, other than any request that the Issuer will deliver the following documents to the Indenture Trustee (such documents, collectively, an “Issuer Order” or “Issuer Request”, as applicable): (i) the Indenture Trustee authenticate the Notes specified in such a written order or a written request, or (ii) respectively, signed in the Indenture Trustee pay amounts due and payable to name of the Issuer hereunder to the Issuer’s assignee specified in such request, the Issuer shall furnish by any one of its Responsible Persons and delivered to the Indenture Trustee: , (1ii) an Officer’s Certificate stating that all conditions precedent, if any, precedent provided for in this Indenture relating to the proposed action have been complied with, (2iii) to the extent required by the TIA or upon request of the Indenture Trustee, an Opinion of Counsel stating to the effect that in the opinion of such counsel all such conditions precedent, if any, precedent have been complied with and that such action is authorized and permitted by this Indenture and (3iv) (if required by the TIA) an Independent Certificate from a firm of certified public accountants meeting of national reputation selected by the applicable requirements of this Section 11.1, except thatIssuer. However, in the case of any such application order or request as to which the furnishing of such documents is specifically required by this Indenture, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:.

Appears in 5 contracts

Samples: Indenture (Ford Credit Auto Owner Trust 2012-A), Indenture (Ford Credit Auto Owner Trust 2011-B), Indenture (Ford Credit Auto Owner Trust 2012-A)

Compliance Certificates and Opinions, etc. (a) Upon any written application or request by the Issuer to the Indenture Trustee (with copies to the Securities Insurer and the Swap Counterparty) to take any action under any provision of this Indenture, other than any request that (i) the Indenture Trustee authenticate the Notes specified in such request, or (ii) the Indenture Trustee pay amounts due and payable to the Issuer hereunder to the Issuer’s assignee specified in such request, the Issuer shall furnish to the Indenture Trustee: Trustee (1i) an Officer’s Officers' Certificate of the Issuer stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, (2ii) an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with and that such action is authorized and permitted by this Indenture and (3iii) (if required by the TIA) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section 11.1Section, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

Appears in 5 contracts

Samples: Indenture (Keycorp Student Loan Trust 2002-A), Keycorp Student Loan Trust 2000-A, Keycorp Student Loan Trust 2000-B

Compliance Certificates and Opinions, etc. (a) Upon In connection with any written application order or request by the Issuer to the Indenture Trustee to take any action under this Indenture, other than any request that the Issuer will deliver the following documents to the Indenture Trustee (such documents, collectively, an “Issuer Order” or “Issuer Request”, as applicable): (i) the Indenture Trustee authenticate the Notes specified in such a written order or a written request, or (ii) respectively, signed in the Indenture Trustee pay amounts due and payable to name of the Issuer hereunder to the Issuer’s assignee specified in such request, the Issuer shall furnish by any one of its Responsible Persons and delivered to the Indenture Trustee: , (1ii) an Officer’s Certificate stating that all conditions precedent, if any, precedent provided for in this Indenture relating to the proposed action have been complied with, (2iii) to the extent required by the TIA or upon the request of the Indenture Trustee, an Opinion of Counsel stating to the effect that in the opinion of such counsel all such conditions precedent, if any, precedent have been complied with and that such action is authorized and permitted by this Indenture and (3iv) (if required by the TIA) an Independent Certificate from a firm of certified public accountants meeting of national reputation selected by the applicable requirements of this Section 11.1, except thatIssuer. However, in the case of any such application or request as to which the furnishing of such documents is specifically required by this Indenture, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:.

Appears in 5 contracts

Samples: Indenture (Ford Credit Auto Lease Trust 2011-B), Indenture (Ford Credit Auto Lease Trust 2011-B), Indenture (CAB West LLC)

Compliance Certificates and Opinions, etc. (a) Upon In connection with any written application order or request by the Issuer to the Indenture Trustee to take any action under this Indenture, other than any request that the Issuer will deliver the following documents to the Indenture Trustee (such documents, collectively, an “Issuer Order” or “Issuer Request”, as applicable): (i) the Indenture Trustee authenticate the Notes specified in such a written order or a written request, or (ii) respectively, signed in the Indenture Trustee pay amounts due and payable to name of the Issuer hereunder to the Issuer’s assignee specified in such request, the Issuer shall furnish by any one of its Responsible Persons and delivered to the Indenture Trustee: , (1ii) an Officer’s Certificate stating that all conditions precedent, if any, precedent provided for in this Indenture relating to the proposed action have been complied with, (2iii) to the extent required by the TIA or upon the request of the Indenture Trustee, an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, precedent have been complied with and that such action is authorized and permitted by this Indenture and (3iv) (if required by the TIA) an Independent Certificate from a firm of certified public accountants meeting of national reputation selected by the applicable requirements of this Section 11.1, except thatIssuer. However, in the case of any such application order or request as to which the furnishing of such documents is specifically required by this Indenture, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:.

Appears in 4 contracts

Samples: Indenture (Ford Credit Auto Lease Trust 2014-A), Indenture (Ford Credit Auto Lease Trust 2014-A), Indenture (Ford Credit Auto Lease Trust 2013-B)

Compliance Certificates and Opinions, etc. (a) Upon any written application or request by the Issuer to the Indenture Trustee to take any action under this Indenture, other than any request that (i) the Indenture Trustee authenticate the Notes specified in such request, or (ii) the Indenture Trustee pay amounts due and payable to the Issuer hereunder to the Issuer’s assignee specified in such request, the Issuer shall furnish to the Indenture Trustee: (1) an Officer’s Officers’ Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, (2) an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with and that such action is authorized and permitted by this Indenture and (3) (if required by the TIA) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section 11.1Section, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by this Indenture, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

Appears in 2 contracts

Samples: Cef Equipment Holding LLC, Cef Equipment Holding LLC

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Compliance Certificates and Opinions, etc. (a) Upon In connection with any written application order or request by the Issuer to the Indenture Trustee to take any action under this IndentureIndenture or any Indenture Supplement, other than any request that the Issuer will deliver the following documents to the Indenture Trustee (such documents, collectively, an “Issuer Order” or “Issuer Request”, as applicable): (i) the Indenture Trustee authenticate the Notes specified in such a written order or a written request, or (ii) respectively, signed in the Indenture Trustee pay amounts due and payable to name of the Issuer hereunder to the Issuer’s assignee specified in such request, the Issuer shall furnish by any one of its Responsible Persons and delivered to the Indenture Trustee: , (1ii) an Officer’s Certificate stating that all conditions precedent, if any, precedent provided for in this Indenture or in the related Indenture Supplement relating to the proposed action have been complied with, (2iii) to the extent required by the TIA or upon request of the Indenture Trustee, an Opinion of Counsel stating to the effect that in the opinion of such counsel all such conditions precedent, if any, precedent have been complied with and that such action is authorized and permitted by this Indenture and (3iv) (if required by the TIA) an Independent Certificate from a firm of certified public accountants meeting of national reputation selected by the applicable requirements of this Section 11.1, except thatIssuer. However, in the case of any such application order or request as to which the furnishing of such documents is specifically required by this Indenture, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:.

Appears in 2 contracts

Samples: Ford Credit Floorplan Corp, Ford Credit Floorplan LLC

Compliance Certificates and Opinions, etc. (a) Upon In connection with any written application order or request by the Issuer to the Indenture Trustee to take any action under this Indenture, other than any request that the Issuer will deliver the following documents to the Indenture Trustee (such documents, collectively, an "Issuer Order" or "Issuer Request", as applicable): (i) the Indenture Trustee authenticate the Notes specified in such a written order or a written request, or (ii) respectively, signed in the Indenture Trustee pay amounts due and payable to name of the Issuer hereunder to the Issuer’s assignee specified in such request, the Issuer shall furnish by any one of its Responsible Persons and delivered to the Indenture Trustee: , (1ii) an Officer’s Certificate stating that all conditions precedent, if any, precedent provided for in this Indenture relating to the proposed action have been complied with, (2iii) to the extent required by the TIA or upon request of the Indenture Trustee, an Opinion of Counsel stating to the effect that in the opinion of such counsel all such conditions precedent, if any, precedent have been complied with and that such action is authorized and permitted by this Indenture and (3iv) (if required by the TIA) an Independent Certificate from a firm of certified public accountants meeting of national reputation selected by the applicable requirements of this Section 11.1, except thatIssuer. However, in the case of any such application or request as to which the furnishing of such documents is specifically required by this Indenture, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:.

Appears in 2 contracts

Samples: Indenture (Ford Credit Auto Owner Trust 2006-C), Ford Credit Auto Owner Trust 2006-B

Compliance Certificates and Opinions, etc. (a) Upon any written application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, other than any request that (i) the Indenture Trustee authenticate the Notes specified in such request, or (ii) the Indenture Trustee pay amounts due and payable to the Issuer hereunder to the Issuer’s assignee specified in such request, the Issuer shall furnish to the Indenture Trustee: Trustee and the Insurer (1i) an Officer’s 's Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, (2ii) an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with and that such action is authorized and permitted by this Indenture and (3iii) (if required by the TIA) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section 11.1, except that11.01. Notwithstanding the foregoing, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

Appears in 2 contracts

Samples: Indenture (Auto Nations Receivables Corp), Auto Nations Receivables Corp

Compliance Certificates and Opinions, etc. (a) Upon any written application or request (or oral application with prompt written or telecopied confirmation) by the Issuer to the Indenture Trustee to take any action under this Indenture, other than any request that (i) the Indenture Trustee authenticate the Notes specified in such request, or (ii) the Indenture Trustee pay amounts due and payable to the Issuer hereunder to the Issuer’s assignee specified in such request, the Issuer shall furnish to the Indenture Trustee: (1) an Officer’s Officers’ Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, (2) an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with and that such action is authorized and permitted by this Indenture and (3) (if required by the TIA) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section 11.1Section, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by this Indenture, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

Appears in 1 contract

Samples: Indenture (Cef Equipment Holding LLC)

Compliance Certificates and Opinions, etc. (axxvi) Upon any written application or request by the Issuer to the Indenture Trustee to take any action under this Indenture, other than any request that (i) the Indenture Trustee authenticate the Notes specified in such request, or (ii) the Indenture Trustee pay amounts due and payable to the Issuer hereunder to the Issuer’s assignee specified in such request, the Issuer shall furnish to the Indenture Trustee: (1) an Officer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, (2) an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with and that such action is authorized and permitted by this Indenture and (3) (if required by the TIA) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section 11.1, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by this Indenture, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

Appears in 1 contract

Samples: Ge Equipment (GE TF Trust)

Compliance Certificates and Opinions, etc. (a) Upon any written application or request (or oral application with prompt written or facsimiled confirmation) by the Issuer to the Indenture Trustee to take any action under this Indenture, other than any request that (i) the Indenture Trustee authenticate the Notes specified in such request, or (ii) the Indenture Trustee pay amounts due and payable to the Issuer hereunder to the Issuer’s assignee specified in such request, the Issuer shall furnish to the Indenture Trustee: (1A) an Officer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, (2B) an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with and that such action is authorized and permitted by this Indenture and (3C) (if required by the TIA) TIA and the applicable Indenture Supplement, an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section 11.1Section, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by this Indenture, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

Appears in 1 contract

Samples: Master Indenture (Smurfit-Stone Container Enterprises Inc)

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