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 SUCH ISSUER'S 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, OR REPRESENTATIONS BY, ONE OR MORE
OFFICERS OF THE SERVICER, THE SELLER, THE ADMINISTRATOR OR THE ISSUER, STATING
THAT THE INFORMATION WITH RESPECT TO SUCH FACTUAL MATTERS IS IN THE POSSESSION
OF THE SERVICER, THE SELLER, THE ADMINISTRATOR OR THE ISSUER, 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.
65
(C)
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.
(D)
WHENEVER IN THIS INDENTURE, IN CONNECTION WITH ANY APPLICATION OR
CERTIFICATE OR REPORT TO THE INDENTURE TRUSTEE, IT IS PROVIDED THAT THE ISSUER
SHALL DELIVER ANY DOCUMENT AS A CONDITION OF THE GRANTING OF SUCH APPLICATION,
OR AS EVIDENCE OF THE 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 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.
SECTION 11.3.
ACTS OF NOTEHOLDERS.
(A)
ANY REQUEST, DEMAND, AUTHORIZATION, DIRECTION, NOTICE, CONSENT,
WAIVER OR OTHER ACTION PROVIDED BY THIS INDENTURE TO BE GIVEN OR TAKEN BY THE
NOTEHOLDERS MAY BE EMBODIED IN AND EVIDENCED BY ONE OR MORE INSTRUMENTS OF
SUBSTANTIALLY SIMILAR TENOR SIGNED BY THE NOTEHOLDERS IN PERSON OR BY AGENTS
DULY APPOINTED IN WRITING, AND EXCEPT AS HEREIN OTHERWISE EXPRESSLY PROVIDED
SUCH ACTION SHALL BECOME EFFECTIVE WHEN SUCH INSTRUMENT OR INSTRUMENTS ARE
DELIVERED TO THE INDENTURE TRUSTEE AND, WHERE IT IS HEREBY EXPRESSLY REQUIRED,
TO THE ISSUER.
SUCH INSTRUMENT OR INSTRUMENTS (AND THE ACTION EMBODIED THEREIN
AND EVIDENCED THEREBY) ARE HEREIN SOMETIMES REFERRED TO AS THE "ACT" OF THE
NOTEHOLDERS SIGNING SUCH INSTRUMENT OR INSTRUMENTS.
PROOF OF EXECUTION OF ANY
SUCH INSTRUMENT OR OF A WRITING APPOINTING ANY SUCH AGENT SHALL BE SUFFICIENT
FOR ANY PURPOSE OF THIS INDENTURE AND (SUBJECT TO SECTION 6.1) CONCLUSIVE IN
FAVOR OF THE INDENTURE TRUSTEE AND THE ISSUER, IF MADE IN THE MANNER