UPON ANY APPLICATION
OR REQUEST BY THE ISSUER TO THE INDENTURE TRUSTEE TO TAKE ANY ACTION UNDER ANY
PROVISION OF THIS INDENTURE OR ANY SUPPLEMENT, THE ISSUER SHALL FURNISH TO THE
INDENTURE TRUSTEE A CERTIFICATE STATING THAT ALL CONDITIONS PRECEDENT, IF ANY,
PROVIDED FOR IN THIS INDENTURE AND ANY RELEVANT SUPPLEMENT RELATING TO THE
PROPOSED ACTION HAVE BEEN COMPLIED WITH AND, IF DEEMED REASONABLY NECESSARY BY
THE INDENTURE TRUSTEE OR IF REQUIRED PURSUANT TO THE TERMS OF THIS INDENTURE, AN
OPINION OF COUNSEL STATING THAT IN THE OPINION OF SUCH COUNSEL ALL SUCH
CONDITIONS PRECEDENT, IF ANY, HAVE BEEN COMPLIED WITH, 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 RELATING TO SUCH
PARTICULAR APPLICATION OR REQUEST, NO ADDITIONAL CERTIFICATE OR OPINION NEED BE
FURNISHED.
68
(B)
EVERY CERTIFICATE OR OPINION WITH RESPECT TO COMPLIANCE WITH A
CONDITION OR COVENANT PROVIDED FOR IN THIS INDENTURE SHALL INCLUDE:
(I)
A STATEMENT THAT EACH INDIVIDUAL SIGNING SUCH CERTIFICATE OR
OPINION HAS READ SUCH COVENANT OR CONDITION AND THE DEFINITIONS HEREIN RELATING
THERETO;
(II)
A BRIEF STATEMENT AS TO THE NATURE AND SCOPE OF THE EXAMINATION
OR INVESTIGATION UPON WHICH THE STATEMENTS OR OPINIONS CONTAINED IN SUCH
CERTIFICATE OR OPINION ARE BASED;
(III)
A STATEMENT THAT, IN THE OPINION OF EACH SUCH INDIVIDUAL, HE HAS
MADE SUCH EXAMINATION OR INVESTIGATION AS IS NECESSARY TO ENABLE HIM TO EXPRESS
AN INFORMED OPINION AS TO WHETHER SUCH COVENANT OR CONDITION HAS BEEN COMPLIED
WITH;
(IV)
AND A STATEMENT AS TO WHETHER, IN THE OPINION OF EACH SUCH
INDIVIDUAL, SUCH CONDITION OR COVENANT HAS BEEN COMPLIED WITH.
SECTION 1302.
FORM OF DOCUMENTS DELIVERED TO INDENTURE TRUSTEE.
(A)
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.
(B)
ANY CERTIFICATE OR OPINION MAY BE BASED, INSOFAR AS IT RELATES TO
LEGAL MATTERS, UPON A CERTIFICATE OR OPINION OF, OR REPRESENTATIONS BY, COUNSEL,
UNLESS SUCH OFFICER KNOWS THAT THE CERTIFICATE OR OPINION OR REPRESENTATIONS
WITH RESPECT TO THE MATTERS UPON WHICH HIS CERTIFICATE OR OPINION IS BASED ARE
ERRONEOUS
(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.
SECTION 1303.
ACTS OF HOLDERS.
(A)
ANY REQUEST, DEMAND, AUTHORIZATION,
DIRECTION, NOTICE, CONSENT, WAIVER OR OTHER ACTION PROVIDED BY THIS INDENTURE OR