Common use of Evidence and Authority to Trustee Clause in Contracts

Evidence and Authority to Trustee. The Purchaser and the Parent shall furnish to the Trustee evidence of compliance with the conditions provided for in this Agreement relating to any action or step required or permitted to be taken by the Purchaser and/or the Parent for the Trustee under this Agreement or as a result of any obligation imposed under this Agreement including, without limitation, in respect of the Insolvency Exchange Right or the Automatic Exchange Rights and the taking of any other action to be taken by the Trustee at the request of or on the application of the Purchaser and the Parent forthwith if and when: (a) such evidence is required by any other section of this Agreement to be furnished to the Trustee in accordance with the terms of this Section 7.9; or (b) the Trustee, in the exercise of its rights, powers, duties and authorities under this Agreement, gives the Purchaser and/or the Parent written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice. Such evidence shall consist of an Officer's Certificate of the Purchaser and/or the Parent, a statutory declaration or a certificate made by persons entitled to sign an Officer's Certificate stating that any such condition has been complied with in accordance with the terms of this Agreement. Whenever such evidence relates to a matter other than the Voting Rights, the Insolvency Exchange Right or the Automatic Exchange Rights and, except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, auditor, accountant, appraiser, valuer, engineer or other expert or any other person whose qualifications give authority to a statement made by him, provided that if such report or opinion is furnished by a director, officer or employee of the Purchaser and/or the Parent shall be in the form of an Officer's Certificate or a statutory declaration. Each statutory declaration, certificate, opinion, report or other paper or document furnished to the Trustee as evidence of compliance with a condition provided for in this Agreement shall include a statement by the person giving the evidence: (a) declaring that he has read and understands the provisions of this Agreement relating to the condition in question; (b) describing the nature and scope of the examination or investigation upon which he based the statutory declaration, certificate, statement or opinion; and (c) declaring that he has made such examination or investigation as he believes is necessary to enable him to make the statements or give the opinions contained or expressed therein.

Evidence and Authority to Trustee. The Purchaser and the Parent (1) US Gold, Callco and/or Exchangeco shall furnish to the Trustee evidence of compliance with the conditions provided for in this Agreement relating to any action or step required or permitted to be taken by the Purchaser US Gold, Callco and/or the Parent for Exchangeco or the Trustee under this Agreement or as a result of any obligation imposed under this Agreement includingAgreement, without limitation, including in respect of the Insolvency Voting Rights, the Automatic Exchange Right or the Automatic Exchange Rights Right and the taking of any other action to be taken by the Trustee at the request of or on the application of the Purchaser and the Parent US Gold, Callco and/or Exchangeco forthwith if and when: (a) such evidence is required by any other section of this Agreement to be furnished to the Trustee in accordance with the terms of this Section 7.96.9; or (b) the Trustee, in the exercise of its rights, powers, duties and authorities under this Agreement, gives the Purchaser US Gold, Callco and/or the Parent Exchangeco written notice requiring it to furnish such evidence in relation to any particular action or obligation or matter specified in such notice. . (2) Such evidence shall consist of an Officer's Certificate of the Purchaser US Gold, Callco and/or the Parent, Exchangeco or a statutory declaration or a certificate made by persons entitled to sign an Officer's Certificate stating that any such condition has been complied with in accordance with the terms of this Agreement. . (3) Whenever such evidence relates to a matter other than the Voting Rights, Rights or the Insolvency Exchange Right or the Automatic Exchange Rights andRight or the taking of any other action to be taken by the Trustee at the request or on the application of US Gold, Callco and/or Exchangeco and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, attorney, auditor, accountant, appraiser, valuer, engineer valuer or other expert or any other person whose qualifications give authority to a statement made by himsuch person, provided that if such report or opinion is furnished by a director, officer or employee of the Purchaser US Gold, Callco and/or the Parent Exchangeco it shall be in the form of an Officer's Certificate or a statutory declaration. . (4) Each statutory declaration, certificateOfficer's Certificate, opinion, opinion or report or other paper or document furnished to the Trustee as evidence of compliance with a condition provided for in this Agreement shall include a statement by the person giving the evidence: (a) declaring that he such person has read and understands the provisions of this Agreement relating to the condition in question; (b) describing the nature and scope of the examination or investigation upon which he such person based the statutory declaration, certificate, statement or opinion; and (c) declaring that he such person has made such examination or investigation as he such person believes is necessary to enable him such person to make the statements or give the opinions contained or expressed therein.

Evidence and Authority to Trustee. The Purchaser and the Parent Lululemon and/or Exchangeco shall furnish to the Trustee evidence of compliance with the conditions provided for in this Agreement relating to any action or step required or permitted to be taken by the Purchaser Lululemon, and/or the Parent for Exchangeco or the Trustee under this Agreement or as a result of any obligation imposed under this Agreement Agreement, including, without limitation, in respect of the Insolvency Exchange Right or the Automatic Exchange Rights and the taking of any other action to be taken by the Trustee at the request of or on the application of the Purchaser and the Parent forthwith Lululemon and/or Exchangeco promptly if and when: (a) such evidence is required by any other section of this Agreement to be furnished to the Trustee in accordance with the terms of this Section 7.94.9; or (b) the Trustee, in the exercise of its rights, powers, duties and authorities under this Agreement, gives the Purchaser Lululemon and/or the Parent Exchangeco written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice. Such evidence shall consist of an Officer's ’s Certificate of the Purchaser Lululemon and/or the Parent, Exchangeco or a statutory declaration or a certificate made by persons entitled to sign an Officer's ’s Certificate stating that any such condition has been complied with in accordance with the terms of this Agreement. Whenever such evidence relates to a matter other than the Voting Rights, the Insolvency Exchange Right or the Automatic Exchange Rights andor the taking of any other action to be taken by the Trustee at the request or on the application of Lululemon and/or Exchangeco, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, attorney, auditor, accountant, appraiser, valuer, engineer or other expert or any other person whose qualifications give authority to a statement made by him, provided that if such report or opinion is furnished by a director, officer or employee of the Purchaser Lululemon and/or the Parent Exchangeco it shall be in the form of an Officer's ’s Certificate or a statutory declaration. Each statutory declaration, certificateOfficer’s Certificate, opinion, opinion or report or other paper or document furnished to the Trustee as evidence of compliance with a condition provided for in this Agreement shall include a statement by the person giving the evidence: (ac) declaring that he he/she has read and understands the provisions of this Agreement relating to the condition in question; (bd) describing the nature and scope of the examination or investigation upon which he he/she based the statutory declaration, certificate, statement or opinion; and (ce) declaring that he he/she has made such examination or investigation as he he/she believes is necessary to enable him to make the statements or give the opinions contained or expressed therein.

Evidence and Authority to Trustee. The Purchaser and the Parent RVI Sub and/or RVI shall furnish to the Trustee evidence of compliance with the conditions provided for in this Agreement agreement relating to any action or step required or permitted to be taken by the Purchaser RVI Sub and/or the Parent for RVI or the Trustee under this Agreement agreement or as a result of any obligation imposed under this Agreement agreement, including, without limitation, in respect of the Insolvency Voting Rights or the Exchange Put Right, the Exchange Right or the Automatic Exchange Rights and the taking of any other action to be taken by the Trustee at the request of or on the application of the Purchaser and the Parent RVI Sub and/or RVI forthwith if and when: (a) such evidence is required by any other section of this Agreement agreement to be furnished to the Trustee in accordance with the terms of this Section 7.9; or (b) the Trustee, in the exercise of its rights, powers, duties and authorities under this Agreementagreement, gives the Purchaser RVI Sub and/or the Parent RVI written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice. Such evidence shall consist of an Officer's ’s Certificate of the Purchaser RVI Sub and/or the Parent, RVI or a statutory declaration or a certificate made by persons entitled to sign an Officer's ’s Certificate stating that any such condition has been complied with in accordance with the terms of this Agreementagreement. Whenever such evidence relates to a matter other than the Voting RightsRights or the Exchange Put Right, the Insolvency Exchange Right or the Automatic Exchange Rights andRights, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, auditor, accountant, appraiser, valuervaluator, engineer or other expert or any other person whose qualifications give authority to a statement made by him, provided that that, if such report or opinion is furnished by a director, officer or employee of the Purchaser RVI Sub and/or the Parent RVI, it shall be in the form of an Officer's ’s Certificate or a statutory declaration. Each statutory declaration, certificate, opinion, opinion or report or other paper or document furnished to the Trustee as evidence of compliance with a condition provided for in this Agreement agreement shall include a statement by the person giving the evidence: (ai) declaring that he such person has read and understands the provisions of this Agreement agreement relating to the condition in question; (bii) describing the nature and scope of the examination or investigation upon which he such person based the statutory declaration, certificate, statement or opinion; and (ciii) declaring that he such person has made such examination or investigation as he such person believes is necessary to enable him such person to make the statements or give the opinions contained or expressed therein.

Evidence and Authority to Trustee. The Purchaser and the Trilogy Parent and/or Trilogy Subsidiary shall furnish to the Trustee evidence of compliance with the conditions provided for in this Agreement relating to any action or step required or permitted to be taken by the Purchaser Trilogy Parent and/or the Parent for Trilogy Subsidiary or the Trustee under this Agreement or as a result of any obligation imposed under this Agreement includingAgreement, without limitation, including in respect of the Insolvency Exchange Right Voting Rights or the Automatic Exchange Statutory Rights and the taking of any other action to be taken by the Trustee at the request of or on the application of the Purchaser and the Trilogy Parent forthwith and/or Trilogy Subsidiary promptly if and when: (a) such evidence is required by any other section Section of this Agreement to be furnished to the Trustee in accordance with the terms of this Section 7.9Trustee; or (b) the Trustee, in the exercise of its rights, powers, duties and authorities under this Agreement, gives the Purchaser Trilogy Parent and/or the Parent Trilogy Subsidiary written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice. Such evidence shall consist of an Officer's ’s Certificate of the Purchaser Trilogy Parent and/or the Parent, Trilogy Subsidiary or a statutory declaration or a certificate made by persons Persons entitled to sign an Officer's ’s Certificate stating that any such condition has been complied with in accordance with the terms of this Agreement. Whenever such evidence relates to a matter other than the Voting Rights, the Insolvency Exchange Right Rights or the Automatic Exchange Statutory Rights andor the taking of any other action to be taken by the Trustee at the request or on the application of Trilogy Parent and/or Trilogy Subsidiary, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, attorney, auditor, accountant, appraiser, valuer, engineer or other expert or any other person Person whose qualifications give authority to a statement made by him, provided that if such report or opinion is furnished by a director, officer or employee of the Purchaser Trilogy Parent and/or the Parent Trilogy Subsidiary, it shall be in the form of an Officer's ’s Certificate or a statutory declaration. Each statutory declaration, certificateOfficer’s Certificate, opinion, opinion or report or other paper or document furnished to the Trustee as evidence of compliance with a condition provided for in this Agreement shall include a statement by the person Person giving the evidence: (a) declaring that he or she has read and understands the provisions of this Agreement relating to the condition in question; (b) describing the nature and scope of the examination or investigation upon which he or she based the statutory declaration, certificate, statement or opinion; and (c) declaring that he or she has made such examination or investigation as he or she believes is necessary to enable him to make the statements or give the opinions contained or expressed therein.

Evidence and Authority to Trustee. The Purchaser and the Parent USCo, CallCo and/or AcquisitionCo shall furnish to the Trustee evidence of compliance with the conditions provided for in this Agreement relating to any action or step required or permitted to be taken by the Purchaser USCo, CallCo and/or the Parent for AcquisitionCo or the Trustee under this Agreement or as a result of any obligation imposed under this Agreement Agreement, including, without limitation, in respect of the Insolvency Voting Rights, the Exchange Right Rights or the Automatic Exchange Rights and the taking of any other action to be taken by the Trustee at the request of or on the application of the Purchaser and the Parent forthwith USCo, CallCo and/or AcquisitionCo promptly if and when: (a) such evidence is required by any other section Section of this Agreement to be furnished to the Trustee in accordance with the terms of this Section 7.96.9; or (b) the Trustee, in the exercise of its rights, powers, duties and authorities under this Agreement, gives the Purchaser USCo, CallCo and/or the Parent AcquisitionCo written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice. Such evidence shall consist of an Officer's Certificate of the Purchaser CallCo and/or the Parent, AcquisitionCo or a statutory declaration or a certificate made by persons entitled to sign an Officer's Certificate stating that any such condition has been complied with in accordance with the terms of this Agreement. Whenever such evidence relates to a matter other than the Voting Rights, the Insolvency Exchange Right Rights or the Automatic Exchange Rights andor the taking of any other action to be taken by the Trustee at the request or on the application of USCo, CallCo and/or AcquisitionCo, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, attorney, auditor, accountant, appraiser, valuer, engineer or other expert or any other person whose qualifications give authority to a statement made by him, provided that if such report or opinion is furnished by a director, officer or employee of the Purchaser CallCo and/or the Parent AcquisitionCo it shall be in the form of an Officer's Certificate or a statutory declaration. Each statutory declaration, certificateOfficer's Certificate, opinion, opinion or report or other paper or document furnished to the Trustee as evidence of compliance with a condition provided for in this Agreement shall include a statement by the person giving the evidence: (ac) declaring that he or she has read and understands the provisions of this Agreement relating to the condition in question; (bd) describing the nature and scope of the examination or investigation upon which he or she based the statutory declaration, certificate, statement or opinion; and (ce) declaring that he or she has made such examination or investigation as he or she believes is necessary to enable him or her to make the statements or give the opinions contained or expressed therein.

Evidence and Authority to Trustee. The Purchaser and the Parent PTI Holdco and/or OSI shall furnish to the Trustee evidence of compliance with the conditions provided for in this Agreement agreement relating to any action or step required or permitted to be taken by the Purchaser PTI Holdco and/or the Parent for OSI or the Trustee under this Agreement agreement or as a result of any obligation imposed under this Agreement agreement, including, without limitation, in respect of the Insolvency Voting Rights or the Exchange Right or the Automatic Exchange Rights and the taking of any other action to be taken by the Trustee at the request of or on the application of the Purchaser and the Parent PTI Holdco and/or OSI forthwith if and when: (a) such evidence is required by any other section of this Agreement agreement to be furnished to the Trustee in accordance with the terms of this Section 7.9; or (b) the Trustee, in the exercise of its rights, powers, duties and authorities under this Agreementagreement, gives the Purchaser PTI Holdco and/or the Parent OSI written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice. Such evidence shall consist of an Officer's Certificate of the Purchaser PTI Holdco and/or the Parent, OSI or a statutory declaration or a certificate made by persons entitled to sign an Officer's Certificate stating that any such condition has been complied with in accordance with the terms of this Agreementagreement. Whenever such evidence relates to a matter other than the Voting Rights, Rights or the Insolvency Exchange Right or the Automatic Exchange Rights andRights, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, auditor, accountant, appraiser, valuer, engineer or other expert or any other person whose qualifications give authority to a statement made by him, provided that that, if such report or opinion is furnished by a director, officer or employee of the Purchaser PTI Holdco and/or the Parent OSI, it shall be in the form of an Officer's Certificate or a statutory declaration. Each statutory declaration, certificate, opinion, opinion or report or other paper or document furnished to the Trustee as evidence of compliance with a condition provided for in this Agreement agreement shall include a statement by the person giving the evidence: (ai) declaring that he such person has read and understands the provisions of this Agreement agreement relating to the condition in question; (bii) describing the nature and scope of the examination or investigation upon which he such person based the statutory declaration, certificate, statement or opinion; and (ciii) declaring that he such person has made such examination or investigation as he such person believes is necessary to enable him such person to make the statements or give the opinions contained or expressed therein.

Evidence and Authority to Trustee. The Purchaser and the Parent (1) RG and/or Canco shall furnish to the Trustee evidence of compliance with the conditions provided for in this Agreement agreement relating to any action or step required or permitted to be taken by the Purchaser RG and/or the Parent for Canco or the Trustee under this Agreement agreement or as a result of any obligation imposed under this Agreement includingagreement, without limitation, including in respect of the Insolvency Voting Rights or the Automatic Exchange Right or the Automatic Exchange Rights Right and the taking of any other action to be taken by the Trustee at the request of or on the application of the Purchaser and the Parent forthwith RG and/or Canco promptly if and when: (a) such evidence is required by any other section of this Agreement agreement to be furnished to the Trustee in accordance with the terms of this Section 7.96.9; or (b) the Trustee, in the exercise of its rights, powers, duties and authorities under this Agreementagreement, gives the Purchaser RG and/or the Parent Canco written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice. . (2) Such evidence shall consist of an Officer's ’s Certificate of the Purchaser RG and/or the Parent, Canco or a statutory declaration or a certificate made by persons entitled to sign an Officer's ’s Certificate stating that any such condition has been complied with in accordance with the terms of this Agreement. agreement. (3) Whenever such evidence relates to a matter other than the Voting Rights, Rights or the Insolvency Automatic Exchange Right or the Automatic Exchange Rights andRight or the taking of any other action to be taken by the Trustee at the request or on the application of RG and/or Canco, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, attorney, auditor, accountant, appraiser, valuer, engineer valuer or other expert or any other person whose qualifications give authority to a statement made by him, provided that if such report or opinion is furnished by a director, officer or employee of the Purchaser RG and/or the Parent Canco it shall be in the form of an Officer's ’s Certificate or a statutory declaration. . (4) Each statutory declaration, certificateOfficer’s Certificate, opinion, opinion or report or other paper or document furnished to the Trustee as evidence of compliance with a condition provided for in this Agreement agreement shall include a statement by the person giving the evidence: (a) declaring that he has read and understands the provisions of this Agreement agreement relating to the condition in question; (b) describing the nature and scope of the examination or investigation upon which he based the statutory declaration, certificate, statement or opinion; and (c) declaring that he has made such examination or investigation as he believes is necessary to enable him to make the statements or give the opinions contained or expressed therein.

Evidence and Authority to Trustee. The Purchaser and Holdings and/or the Parent Partnership shall furnish to the Trustee evidence of compliance with the conditions provided for in this Agreement relating to any action or step required or permitted to be taken by the Purchaser Holdings and/or the Parent for Partnership or the Trustee under this Agreement or as a result of any obligation imposed under this Agreement includingAgreement, without limitation, including in respect of the Insolvency Exchange Right Voting Rights or the Automatic Exchange Statutory Rights and the taking of any other action to be taken by the Trustee at the request of or on the application of Holdings and/or the Purchaser and the Parent forthwith Partnership promptly if and when: (a) such evidence is required by any other section Section of this Agreement to be furnished to the Trustee in accordance with the terms of this Section 7.9Trustee; or (b) the Trustee, in the exercise of its rights, powers, duties and authorities under this Agreement, gives the Purchaser Holdings and/or the Parent Partnership written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice. Such evidence shall consist of an Officer's ’s Certificate of the Purchaser Holdings and/or the Parent, Partnership or a statutory declaration or a certificate made by persons Persons entitled to sign an Officer's ’s Certificate stating that any such condition has been complied with in accordance with the terms of this Agreement. Whenever such evidence relates to a matter other than the Voting Rights, the Insolvency Exchange Right Rights or the Automatic Exchange Statutory Rights andor the taking of any other action to be taken by the Trustee at the request or on the application of Holdings and/or the Partnership, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, attorney, auditor, accountant, appraiser, valuer, engineer or other expert or any other person Person whose qualifications give authority to a statement made by him, provided that if such report or opinion is furnished by a director, officer or employee of the Purchaser Holdings and/or the Parent Partnership, it shall be in the form of an Officer's ’s Certificate or a statutory declaration. Each statutory declaration, certificateOfficer’s Certificate, opinion, opinion or report or other paper or document furnished to the Trustee as evidence of compliance with a condition provided for in this Agreement shall include a statement by the person Person giving the evidence: (a) declaring that he has read and understands the provisions of this Agreement relating to the condition in question; (b) describing the nature and scope of the examination or investigation upon which he based the statutory declaration, certificate, statement or opinion; and (c) declaring that he has made such examination or investigation as he believes is necessary to enable him to make the statements or give the opinions contained or expressed therein.

Evidence and Authority to Trustee. The Purchaser and (a) Bionik US and/or the Parent Corporation shall furnish to the Trustee evidence of compliance with the conditions provided for in this Agreement agreement relating to any action or step required or permitted to be taken by the Purchaser Bionik US and/or the Parent for Corporation or the Trustee under this Agreement agreement or as a result of any obligation imposed under this Agreement includingagreement, without limitation, including in respect of the Insolvency Voting Rights or the Automatic Exchange Right or the Automatic Exchange Rights Right and the taking of any other action to be taken by the Trustee at the request of or on the application of Bionik US and/or the Purchaser and the Parent forthwith Corporation promptly if and when: (ai) such evidence is required by any other section of this Agreement agreement to be furnished to the Trustee in accordance with the terms of this Section 7.96.9; or (bii) the Trustee, in the exercise of its rights, powers, duties and authorities under this Agreementagreement, gives the Purchaser Bionik US and/or the Parent Corporation written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice. . (b) Such evidence shall consist of an Officer's ’s Certificate of the Purchaser Bionik US and/or the Parent, Corporation or a statutory declaration or a certificate made by persons entitled to sign an Officer's ’s Certificate stating that any such condition has been complied with in accordance with the terms of this Agreement. agreement. (c) Whenever such evidence relates to a matter other than the Voting Rights, Rights or the Insolvency Automatic Exchange Right or the Automatic Exchange Rights andRight or the taking of any other action to be taken by the Trustee at the request or on the application of Bionik US and/or the Corporation, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, attorney, auditor, accountant, appraiser, valuer, engineer valuer or other expert or any other person whose qualifications give authority to a statement made by him, provided that if such report or opinion is furnished by a director, officer or employee of the Purchaser Bionik US and/or the Parent Corporation it shall be in the form of an Officer's ’s Certificate or a statutory declaration. . (d) Each statutory declaration, certificateOfficer’s Certificate, opinion, opinion or report or other paper or document furnished to the Trustee as evidence of compliance with a condition provided for in this Agreement agreement shall include a statement by the person giving the evidence: (ai) declaring that he has read and understands the provisions of this Agreement agreement relating to the condition in question; (bii) describing the nature and scope of the examination or investigation upon which he based the statutory declaration, certificate, statement or opinion; and (ciii) declaring that he has made such examination or investigation as he believes is necessary to enable him to make the statements or give the opinions contained or expressed therein.

Evidence and Authority to Trustee. (a) The Purchaser and the Parent Corporation shall furnish to the Trustee evidence of compliance with the conditions precedent provided for in this Agreement Trust Indenture relating to any action or step required or permitted to be taken by the Purchaser and/or the Parent for Corporation or the Trustee under this Agreement Trust Indenture or as a result of any obligation imposed under this Agreement includingTrust Indenture, without limitationincluding the certification and delivery of Debentures hereunder, in respect the satisfaction and discharge of the Insolvency Exchange Right or the Automatic Exchange Rights this Trust Indenture and the taking of any other action to be taken by the Trustee at the request of or on the application of the Purchaser and the Parent Corporation, forthwith if and when: (a) when such evidence is required by any other section Section of this Agreement Trust Indenture to be furnished to the Trustee in accordance with the terms of this Section 7.9; or (b) or the Trustee, in the exercise of its rights, powers, rights and duties and authorities under this AgreementTrust Indenture, gives the Purchaser and/or the Parent Corporation written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice. Such evidence shall consist of an Officer's of: (i) a Certificate of the Purchaser and/or the Parent, a statutory declaration or a certificate made by persons entitled to sign an Officer's Certificate Corporation stating that any such condition precedent has been complied with in accordance with the terms of this Agreement. Trust Indenture; and (ii) in the case of a condition precedent for which compliance with is, by the terms of this Trust Indenture, made subject to review or examination by a solicitor, an opinion of Counsel that such condition precedent has been complied with in accordance with the terms of this Trust Indenture. (b) Whenever such evidence relates to a matter other than the Voting Rightscertification and delivery of Debentures and the satisfaction and discharge of this Trust Indenture, the Insolvency Exchange Right or the Automatic Exchange Rights and, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, auditor, accountant, appraiser, valuer, engineer or other expert appraiser or any other person Person whose qualifications give authority to a statement made by him, provided that if such report or opinion is furnished by a director, officer or employee of the Purchaser and/or the Parent Corporation, it shall be in the form of an Officer's Certificate or a statutory declaration. . (c) Each statutory declaration, certificate, opinion, opinion or report or other paper or document furnished with respect to the Trustee as evidence of compliance with a condition precedent provided for in this Agreement Trust Indenture shall include include: (i) a statement by the person Person giving the evidence: (a) declaring evidence that he has read and understands the provisions is familiar with those provision of this Agreement Trust Indenture relating to the condition precedent in question; ; (bii) describing a brief statement of the nature and scope of the examination or investigation upon which he based the statutory declarationstatements or opinions contained in such evidence are based; (iii) a statement that in the belief of the Person giving such evidence, certificate, statement or opinion; and (c) declaring that he has made such examination or investigation as he believes is necessary to enable him to make the statements or give the opinions contained or expressed therein; and (iv) a statement whether in the opinion of such Person the conditions precedent in question have been complied with or satisfied. (d) The Corporation shall furnish to the Trustee annually, on the anniversary date of this Trust Indenture and at any other reasonable time if the Trustee so requires, a Certificate of the Corporation to the effect that it has complied with all covenants, conditions or other requirements contained in this Trust Indenture, the non-compliance with which would, with the giving of notice or the lapse of time, or both, or otherwise, constitute an Event of Default, or if such is not the case, specifying the covenant, condition or other requirement which has not been complied with and giving particulars of such non-compliance. The Corporation shall, whenever the Trustee so requires, furnish the Trustee with evidence by way of statutory declaration, opinion, report or certificate as specified by the Trustee as to any action or step required or permitted to be taken by the Corporation or as a result of any obligation imposed by this Trust Indenture.

Evidence and Authority to Trustee. The Purchaser and and/or the Parent shall furnish to the Trustee evidence of compliance with the conditions provided for in this Agreement relating to any action or step required or permitted to be taken by the Purchaser and/or the Parent for or the Trustee under this Agreement or as a result of any obligation imposed under this Agreement including, without limitation, in respect of the Voting Rights, Insolvency Exchange Right or the Automatic Exchange Rights and the taking of any other action to be taken by the Trustee at the request of or on the application of the Purchaser and and/or the Parent forthwith if and when: (a) such evidence is required by any other section of this Agreement to be furnished to the Trustee in accordance with the terms of this Section section 7.9; or (b) the Trustee, in the exercise of its rights, powers, duties and authorities under this Agreement, gives the Purchaser and/or the Parent written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice. Such evidence shall consist of an Officer's Certificate of the Purchaser and/or the Parent, a statutory declaration or a certificate made by persons entitled to sign an Officer's Certificate stating that any such condition has been complied with in accordance with the terms of this Agreement. Whenever such evidence relates to a matter other than the Voting Rights, the Insolvency Exchange Right or the Automatic Exchange Rights andor the taking of any other action to be taken by the Trustee at the request or on the application of the Parent and/or the Purchaser, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, auditor, accountant, appraiser, valuer, engineer or other expert or any other person whose qualifications give authority to a statement made by him, provided that if such report or opinion is furnished by a director, officer or employee of the Purchaser and/or the Parent shall be in the form of an Officer's Certificate or a statutory declaration. Each statutory declaration, certificateOfficer's Certificate, opinion, report or other paper or document furnished to the Trustee as evidence of compliance with a condition provided for in this Agreement shall include a statement by the person giving the evidence: (ac) declaring that he has read and understands the provisions of this Agreement relating to the condition in question; (bd) describing the nature and scope of the examination or investigation upon which he based the statutory declaration, certificate, statement or opinion; and (ce) declaring that he has made such examination or investigation as he believes is necessary to enable him to make the statements or give the opinions contained or expressed therein.

Evidence and Authority to Trustee. The Purchaser and the Parent Marathon, CallCo and/or AcquisitionCo shall furnish to the Trustee evidence of compliance with the conditions provided for in this Agreement relating to any action or step required or permitted to be taken by the Purchaser Marathon, CallCo and/or the Parent for AcquisitionCo or the Trustee under this Agreement or as a result of any obligation imposed under this Agreement Agreement, including, without limitation, in respect of the Insolvency Voting Rights, the Exchange Right Rights or the Automatic Exchange Rights and the taking of any other action to be taken by the Trustee at the request of or on the application of the Purchaser and the Parent forthwith Marathon, CallCo and/or AcquisitionCo promptly if and when: (a) such evidence is required by any other section of this Agreement to be furnished to the Trustee in accordance with the terms of this Section 7.96.9; or (b) the Trustee, in the exercise of its rights, powers, duties and authorities under this Agreement, gives the Purchaser Marathon, CallCo and/or the Parent AcquisitionCo written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice. Such evidence shall consist of an Officer's ’s Certificate of the Purchaser Marathon, CallCo and/or the Parent, AcquisitionCo or a statutory declaration or a certificate made by persons entitled to sign an Officer's ’s Certificate stating that any such condition has been complied with in accordance with the terms of this Agreement. Whenever such evidence relates to a matter other than the Voting Rights, the Insolvency Exchange Right Rights or the Automatic Exchange Rights andor the taking of any other action to be taken by the Trustee at the request or on the application of Marathon, CallCo and/or AcquisitionCo, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, attorney, auditor, accountant, appraiser, valuer, engineer or other expert or any other person Person whose qualifications give authority to a statement made by him, provided that if such report or opinion is furnished by a director, officer or employee of the Purchaser Marathon, CallCo and/or the Parent AcquisitionCo it shall be in the form of an Officer's ’s Certificate or a statutory declaration. Each statutory declaration, certificateOfficer’s Certificate, opinion, opinion or report or other paper or document furnished to the Trustee as evidence of compliance with a condition provided for in this Agreement shall include a statement by the person Person giving the evidence: (a) declaring that he or she has read and understands the provisions of this Agreement relating to the condition in question; (b) describing the nature and scope of the examination or investigation upon which he or she based the statutory declaration, certificate, statement or opinion; and (c) declaring that he or she has made such examination or investigation as he or she believes is necessary to enable him or her to make the statements or give the opinions contained or expressed therein.

Evidence and Authority to Trustee. The Purchaser and the Parent (1) Akerna, Callco and/or Exchangeco shall furnish to the Trustee evidence of compliance with the conditions provided for in this Agreement relating to any action or step required or permitted to be taken by the Purchaser Akerna, Callco and/or the Parent for Exchangeco or the Trustee under this Agreement or as a result of any obligation imposed under this Agreement includingAgreement, without limitation, including in respect of the Insolvency Voting Rights, the Exchange Right, the Put Right or the Automatic Exchange Rights Right and the taking of any other action to be taken by the Trustee at the request of or on the application of the Purchaser and the Parent forthwith Akerna, Callco and/or Exchangeco promptly if and when: (a) such evidence is required by any other section Section of this Agreement to be furnished to the Trustee in accordance with the terms of this Section 7.96.9; or (b) the Trustee, in the exercise of its rights, powers, duties and authorities under this Agreement, gives the Purchaser Akerna, Callco and/or the Parent Exchangeco written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice. . (2) Such evidence shall consist of an Officer's ’s Certificate of the Purchaser Akerna, Callco and/or the Parent, Exchangeco or a statutory declaration or a certificate made by persons entitled to sign an Officer's ’s Certificate stating that any such condition has been complied with in accordance with the terms of this Agreement. . (3) Whenever such evidence relates to a matter other than the Voting Rights, the Insolvency Exchange Right, the Put Right or the Automatic Exchange Rights andRight or the taking of any other action to be taken by the Trustee at the request or on the application of Akerna, Callco and/or Exchangeco, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, attorney, auditor, accountant, appraiser, valuer, engineer valuer or other expert or any other person whose qualifications give authority to a statement made by himsuch person; provided, provided however, that if such report or opinion is furnished by a director, officer or employee of the Purchaser Akerna, Callco and/or the Parent Exchangeco it shall be in the form of an Officer's ’s Certificate or a statutory declaration. . (4) Each statutory declaration, certificateOfficer’s Certificate, opinion, opinion or report or other paper or document furnished to the Trustee as evidence of compliance with a condition provided for in this Agreement shall include a statement by the person giving the evidence: (a) declaring that he such person has read and understands the provisions of this Agreement relating to the condition in question; (b) describing the nature and scope of the examination or investigation upon which he such person based the statutory declaration, certificate, statement or opinion; and (c) declaring that he such person has made such examination or investigation as he such person believes is necessary to enable him such person to make the statements or give the opinions contained or expressed therein.

Evidence and Authority to Trustee. The Purchaser and the Parent Acquiror and/or ExchangeCo shall furnish to the Trustee evidence of compliance with the conditions provided for in this Agreement relating to any action or step required or permitted to be taken by the Purchaser Acquiror and/or the Parent for ExchangeCo or the Trustee under this Agreement or as a result of any obligation imposed under this Agreement includingAgreement, without limitation, including in respect of the Insolvency Voting Rights or the Exchange Right or the Automatic Exchange Rights and the taking of any other action to be taken by the Trustee at the request of or on the application of the Purchaser and the Parent forthwith Acquiror and/or ExchangeCo promptly if and when: (a) such evidence is required by any other section of this Agreement to be furnished to the Trustee in accordance with the terms of this Section 7.96.9; or (b) the Trustee, in the exercise of its rights, powers, duties and authorities under this Agreement, gives the Purchaser Acquiror and/or the Parent ExchangeCo written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice. Such evidence shall consist of an Officer's Certificate of the Purchaser Acquiror and/or the Parent, ExchangeCo or a statutory declaration or a certificate made by persons entitled to sign an Officer's Certificate stating that any such condition has been complied with in accordance with the terms of this Agreement. Whenever such evidence relates to a matter other than the Voting Rights, Rights or the Insolvency Exchange Right or the Automatic Exchange Rights andor the taking of any other action to be taken by the Trustee at the request or on the application of Acquiror and/or ExchangeCo, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, attorney, auditor, accountant, appraiser, valuer, engineer or other expert or any other person whose qualifications give authority to a statement made by him, provided that if such report or opinion is furnished by a director, officer or employee of the Purchaser Acquiror and/or the Parent ExchangeCo it shall be in the form of an Officer's Certificate or a statutory declaration. Each statutory declaration, certificateOfficer's Certificate, opinion, opinion or report or other paper or document furnished to the Trustee as evidence of compliance with a condition provided for in this Agreement shall include a statement by the person giving the evidence: (ac) declaring that he such person has read and understands the provisions of this Agreement relating to the condition in question; (bd) describing the nature and scope of the examination or investigation upon which he such person based the statutory declaration, certificate, statement or opinion; and (ce) declaring that he such person has made such examination or investigation as he such person believes is necessary to enable him such person to make the statements or give the opinions contained or expressed therein.

Evidence and Authority to Trustee. The Purchaser and the Parent Acquiror and/or ExchangeCo shall furnish to the Trustee evidence of compliance with the conditions provided for in this Agreement relating to any action or step required or permitted to be taken by the Purchaser Acquiror and/or the Parent for ExchangeCo or the Trustee under this Agreement or as a result of any obligation imposed under this Agreement includingAgreement, without limitation, including in respect of the Insolvency Voting Rights or the Exchange Right or the Automatic Exchange Rights and the taking of any other action to be taken by the Trustee at the request of or on the application of the Purchaser and the Parent forthwith Acquiror and/or ExchangeCo promptly if and when: (a) such evidence is required by any other section of this Agreement to be furnished to the Trustee in accordance with the terms of this Section 7.96.9; or (b) the Trustee, in the exercise of its rights, powers, duties and authorities under this Agreement, gives the Purchaser Acquiror and/or the Parent ExchangeCo written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice. Such evidence shall consist of an Officer's ’s Certificate of the Purchaser Acquiror and/or the Parent, ExchangeCo or a statutory declaration or a certificate made by persons entitled to sign an Officer's ’s Certificate stating that any such condition has been complied with in accordance with the terms of this Agreement. Whenever such evidence relates to a matter other than the Voting Rights, Rights or the Insolvency Exchange Right or the Automatic Exchange Rights andor the taking of any other action to be taken by the Trustee at the request or on the application of Acquiror and/or ExchangeCo, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, attorney, auditor, accountant, appraiser, valuer, engineer or other expert or any other person whose qualifications give authority to a statement made by him, provided that if such report or opinion is furnished by a director, officer or employee of the Purchaser Acquiror and/or the Parent ExchangeCo it shall be in the form of an Officer's ’s Certificate or a statutory declaration. Each statutory declaration, certificateOfficer’s Certificate, opinion, opinion or report or other paper or document furnished to the Trustee as evidence of compliance with a condition provided for in this Agreement shall include a statement by the person giving the evidence: (ac) declaring that he such person has read and understands the provisions of this Agreement relating to the condition in question; (bd) describing the nature and scope of the examination or investigation upon which he such person based the statutory declaration, certificate, statement or opinion; and (ce) declaring that he such person has made such examination or investigation as he such person believes is necessary to enable him such person to make the statements or give the opinions contained or expressed therein.

Evidence and Authority to Trustee. The Purchaser and the Parent shall furnish to the Trustee evidence of compliance with the conditions provided for in this Agreement relating to any action or step required or permitted to be taken by the Purchaser and/or the Parent for it or the Trustee under this Agreement or as a result of any obligation imposed under this Agreement Agreement, including, without limitation, in respect of the Insolvency Exchange Voting Right or the Automatic Exchange Rights and the taking of any other action to be taken by the Trustee at the request of or on the application of the Purchaser and the Parent or any Holder forthwith if and when: (a) such evidence is required by any other section of this Agreement to be furnished to the Trustee in accordance with the terms of this Section 7.98.9; or (b) the Trustee, in the exercise of its rights, powers, duties and authorities as Trustee under this Agreement, gives the Purchaser and/or the Parent written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice. Such evidence shall consist of an Officer's Certificate of the Purchaser and/or the Parent, a statutory declaration or a certificate made by persons entitled to sign an Officer's Certificate stating that any such condition has been complied with in accordance with the terms of this Agreement. Whenever such evidence relates to a matter other than the Voting Rights, the Insolvency Exchange Right or the Automatic Exchange Rights and, except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, auditor, accountant, appraiser, valuer, engineer solicitor or other expert or any other person whose qualifications give authority to a statement made by himsuch person, provided that if such report or opinion is furnished by a director, officer or employee of the Purchaser and/or the Parent Parent, it shall be in the form of an Officer's Certificate or a statutory declaration. Each statutory declaration, certificateOfficer's Certificate, opinion, opinion or report or other paper or document furnished to the Trustee as evidence of compliance with a condition provided for in this Agreement shall include a statement by the person giving the evidence: (a) declaring that he such person has read and understands the provisions of this Agreement relating to the condition in question; (b) describing the nature and scope of the examination or investigation upon which he such person based the statutory declaration, certificateOfficer's Certificate, statement opinion or opinionreport; and (c) declaring that he such person has made such examination or investigation as he such person believes is necessary to enable him such person to make the statements or give the opinions contained or expressed therein.

Evidence and Authority to Trustee. The Purchaser and the Parent Shire and/or ExchangeCo shall furnish to the Trustee evidence of compliance with the conditions provided for in this Agreement trust agreement relating to any action or step required or permitted to be taken by the Purchaser Shire and/or the Parent for ExchangeCo or the Trustee under this Agreement trust agreement or as a result of any obligation imposed under this Agreement trust agreement, including, without limitation, in respect of the Insolvency Voting Rights or the Exchange Right or the Automatic Exchange Rights Right and the taking of any other action to be taken by the Trustee at the request of or on the application of the Purchaser and the Parent forthwith Shire and/or ExchangeCo promptly if and when: (a) such evidence is required by any other section of this Agreement trust agreement to be furnished to the Trustee in accordance with the terms of this Section 7.96.9; or (b) the Trustee, in the exercise of its rights, powers, duties and authorities under this Agreementtrust agreement, gives the Purchaser Shire and/or the Parent ExchangeCo written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice. Such evidence shall consist of an Officer's Certificate of the Purchaser Shire and/or the Parent, ExchangeCo or a statutory declaration or a certificate made by persons Persons entitled to sign an Officer's Certificate stating that any such condition has been complied with in accordance with the terms of this Agreementtrust agreement. Whenever such evidence relates to a matter other than the Voting Rights, Rights or the Insolvency Exchange Right or the Automatic Exchange Rights andRight or the taking of any other action to be taken by the Trustee at the request or on the application of Shire and/or ExchangeCo, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, attorney, auditor, accountant, appraiser, valuer, engineer or other expert or any other person Person whose qualifications give authority to a statement made by him, provided that if such report or opinion is furnished by a director, officer or employee of the Purchaser Shire and/or the Parent ExchangeCo it shall be in the form of an Officer's Certificate or a statutory declaration. Each statutory declaration, certificateOfficer's Certificate, opinion, opinion or report or other paper or document furnished to the Trustee as evidence of compliance with a condition provided for in this Agreement trust agreement shall include a statement by the person Person giving the evidence: (a) declaring that he has read and understands the provisions of this Agreement trust agreement relating to the condition in question; (b) describing the nature and scope of the examination or investigation upon which he based the statutory declaration, certificate, statement or opinion; and (c) declaring that he has made such examination or investigation as he believes is necessary to enable him to make the statements or give the opinions contained or expressed therein.

Evidence and Authority to Trustee. The Purchaser and the Parent LoJack and/or LoJack Exchangeco shall furnish to the Trustee evidence of compliance with the conditions provided for in this Agreement relating to any action or step required or permitted to be taken by the Purchaser LoJack and/or the Parent for LoJack Exchangeco or the Trustee under this Agreement or as a result of any obligation imposed under this Agreement Agreement, including, without limitation, in respect of the Insolvency Voting Rights or the Exchange Right or the Automatic Exchange Rights and the taking of any other action to be taken by the Trustee at the request of or on the application of the Purchaser and the Parent forthwith LoJack and/or LoJack Exchangeco promptly if and when: (a) 7.9.1 such evidence is required by any other section of this Agreement to be furnished to the Trustee in accordance with the terms of this Section section 7.9; or (b) 7.9.2 the Trustee, in the exercise of its rights, powers, duties and authorities under this Agreement, gives the Purchaser LoJack and/or the Parent LoJack Exchangeco written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice. Such evidence shall consist of an Officer's ’s Certificate of the Purchaser LoJack and/or the Parent, LoJack Exchangeco or a statutory declaration or a certificate made by persons entitled to sign an Officer's ’s Certificate stating that any such condition has been complied with in accordance with the terms of this Agreement. Whenever such evidence relates to a matter other than the Voting Rights, Rights or the Insolvency Exchange Right or the Automatic Exchange Rights andor the taking of any other action to be taken by the Trustee at the request or on the application of LoJack and/or LoJack Exchangeco, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, attorney, auditor, accountant, appraiser, valuer, engineer or other expert or any other person whose qualifications give authority to a statement made by him, provided that if such report or opinion is furnished by a director, officer or employee of the Purchaser LoJack and/or the Parent LoJack Exchangeco it shall be in the form of an Officer's ’s Certificate or a statutory declaration. Each statutory declaration, certificateOfficer’s Certificate, opinion, opinion or report or other paper or document furnished to the Trustee as evidence of compliance with a condition provided for in this Agreement shall include a statement by the person giving the evidence: (a) declaring that he has read and understands the provisions of this Agreement relating to the condition in question; (b) describing the nature and scope of the examination or investigation upon which he based the statutory declaration, certificate, statement or opinion; and (c) declaring that he has made such examination or investigation as he believes is necessary to enable him to make the statements or give the opinions contained or expressed therein.

Evidence and Authority to Trustee. The Purchaser and the Parent Corporation and/or ParentCo shall furnish to the Trustee evidence of compliance with the conditions provided for in this Agreement agreement relating to any action or step required or permitted to be taken by the Purchaser Corporation and/or the Parent for ParentCo or the Trustee under this Agreement agreement or as a result of any obligation imposed under this Agreement agreement, including, without limitation, in respect of the Insolvency Voting Rights, the escrow provisions or the Exchange Right or the Automatic Exchange Rights and the taking of any other action to be taken by the Trustee at the request of or on the application of the Purchaser and the Parent Corporation and/or ParentCo forthwith if and when: (a) such evidence is required by any other section of this Agreement agreement to be furnished to the Trustee in accordance with the terms of this Section 7.97.8; or (b) the Trustee, in the exercise of its rights, powers, duties and authorities under this Agreementagreement, gives the Purchaser Corporation and/or the Parent ParentCo written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice. Such evidence shall consist of an Officer's Certificate of the Purchaser Corporation and/or the Parent, ParentCo or a statutory declaration or a certificate made by persons entitled to sign an Officer's Certificate stating that any such condition has been complied with in accordance with the terms of this Agreementagreement. Whenever such evidence relates to a matter other than the Voting Rights, the Insolvency escrow provisions or the Exchange Right or the Automatic Exchange Rights andRights, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, auditor, accountant, appraiser, valuer, engineer or other expert or any other person whose qualifications give authority to a statement made by him, provided that if such report or opinion is furnished by a director, officer or employee of the Purchaser Corporation and/or the Parent ParentCo it shall be in the form of an Officer's Certificate or a statutory declaration. Each statutory declaration, certificate, opinion, opinion or report or other paper or document furnished to the Trustee as evidence of compliance with a condition provided for in this Agreement agreement shall include a statement by the person giving the evidence: (ai) declaring that he has read and understands the provisions of this Agreement agreement relating to the condition in question; (bii) describing the nature and scope of the examination or investigation upon which he based the statutory declaration, certificate, statement or opinion; and (ciii) declaring that he has made such examination or investigation as he believes is necessary to enable him to make the statements or give the opinions contained or expressed therein.

Evidence and Authority to Trustee. The Purchaser and the Parent and/or ExchangeCo shall furnish to the Trustee evidence of compliance with the conditions provided for in this Agreement relating to any action or step required or permitted to be taken by the Purchaser Parent and/or the Parent for ExchangeCo or the Trustee under this Agreement or as a result of any obligation imposed under this Agreement Agreement, including, without limitation, in respect of the Insolvency Voting Rights or the Exchange Right or the Automatic Exchange Rights and the taking of any other action to be taken by the Trustee at the request of or on the application of the Purchaser and the Parent forthwith and/or ExchangeCo promptly if and when: (a) such evidence is required by any other section of this Agreement to be furnished to the Trustee in accordance with the terms of this Section 7.96.9; or (b) the Trustee, in the exercise of its rights, powers, duties and authorities under this Agreement, gives the Purchaser Parent and/or the Parent ExchangeCo written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice. Such evidence shall consist of an Officer's ’s Certificate of the Purchaser Parent and/or the Parent, ExchangeCo or a statutory declaration or a certificate made by persons Persons entitled to sign an Officer's ’s Certificate stating that any such condition has been complied with in accordance with the terms of this Agreement. Whenever such evidence relates to a matter other than the Voting Rights, Rights or the Insolvency Exchange Right or the Automatic Exchange Rights andor the taking of any other action to be taken by the Trustee at the request or on the application of Parent and/or ExchangeCo, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, attorney, auditor, accountant, appraiser, valuer, engineer or other expert or any other person Person whose qualifications give authority to a statement made by him, provided that if such report or opinion is furnished by a director, officer or employee of the Purchaser Parent and/or the Parent ExchangeCo it shall be in the form of an Officer's ’s Certificate or a statutory declaration. Each statutory declaration, certificateOfficer’s Certificate, opinion, opinion or report or other paper or document furnished to the Trustee as evidence of compliance with a condition provided for in this Agreement shall include a statement by the person Person giving the evidence: (a) declaring that he has read and understands the provisions of this Agreement relating to the condition in question; (b) describing the nature and scope of the examination or investigation upon which he based the statutory declaration, certificate, statement or opinion; and (c) declaring that he has made such examination or investigation as he believes is necessary to enable him to make the statements or give the opinions contained or expressed therein.

Evidence and Authority to Trustee. The Purchaser and the Parent Corporation and/or ParentCo shall furnish to the Trustee evidence of compliance with the conditions provided for in this Agreement agreement relating to any action or step required or permitted to be taken by the Purchaser Corporation and/or the Parent for ParentCo or the Trustee under this Agreement agreement or as a result of any obligation imposed under this Agreement agreement, including, without limitation, in respect of the Insolvency Exchange Put Right, the Exchange Right or the Automatic Exchange Rights and the taking of any other action to be taken by the Trustee at the request of or on the application of the Purchaser and the Parent Corporation and/or ParentCo forthwith if and when: (a) such evidence is required by any other section of this Agreement agreement to be furnished to the Trustee in accordance with the terms of this Section 7.94.9; or (b) the Trustee, in the exercise of its rights, powers, duties and authorities under this Agreementagreement, gives the Purchaser Corporation and/or the Parent ParentCo written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice. Such evidence shall consist of an Officer's Certificate of the Purchaser Corporation and/or the Parent, ParentCo or a statutory declaration or a certificate made by persons entitled to sign an Officer's Certificate stating that any such condition has been complied with in accordance with the terms of this Agreementagreement. Whenever such evidence relates to a matter other than the Voting RightsExchange Put Right, the Insolvency Exchange Right or the Automatic Exchange Rights andRights, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, auditor, accountant, appraiser, valuer, engineer or other expert or any other person whose qualifications give authority to a statement made by him, provided that if such report or opinion is furnished by a director, officer or employee of the Purchaser Corporation and/or the Parent ParentCo it shall be in the form of an Officer's Certificate or a statutory declaration. Each statutory declaration, certificate, opinion, opinion or report or other paper or document furnished to the Trustee as evidence of compliance with a condition provided for in this Agreement agreement shall include a statement by the person giving the evidence: (ac) declaring that he has read and understands the provisions of this Agreement agreement relating to the condition in question; (bd) describing the nature and scope of the examination or investigation upon which he based the statutory declaration, certificate, statement or opinion; and (ce) declaring that he has made such examination or investigation as he believes is necessary to enable him to make the statements or give the opinions contained or expressed therein.

Evidence and Authority to Trustee. The Purchaser and Acquiror and/or the Parent Corporation shall furnish to the Trustee evidence of compliance with the conditions provided for in this Agreement relating to any action or step required or permitted to be taken by the Purchaser Acquiror and/or the Parent for Corporation or the Trustee under this Agreement or as a result of any obligation imposed under this Agreement includingAgreement, without limitation, including in respect of the Insolvency Voting Rights or the Exchange Right or the Automatic Exchange Rights and the taking of any other action to be taken by the Trustee at the request of or on the application of Acquiror and/or the Purchaser and the Parent forthwith Corporation promptly if and when: (a) such evidence is required by any other section of this Agreement to be furnished to the Trustee in accordance with the terms of this Section 7.96.9; or (b) the Trustee, in the exercise of its rights, powers, duties and authorities under this Agreement, gives the Purchaser Acquiror and/or the Parent Corporation written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice. Such evidence shall consist of an Officer's officer’s Certificate of the Purchaser Acquiror and/or the Parent, Corporation or a statutory declaration or a certificate made by persons entitled to sign an Officer's ’s Certificate stating that any such condition has been complied with in accordance with the terms of this Agreement. Whenever such evidence relates to a matter other than the Voting Rights, Rights or the Insolvency Exchange Right or the Automatic Exchange Rights andor the taking of any other action to be taken by the Trustee at the request or on the application of Acquiror and/or the Corporation, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, attorney, auditor, accountant, appraiser, valuer, engineer or other expert or any other person whose qualifications give authority to a statement made by him, provided that if such report or opinion is furnished by a director, officer or employee of the Purchaser Acquiror and/or the Parent Corporation it shall be in the form of an Officer's ’s Certificate or a statutory declaration. Each statutory declaration, certificateOfficer’s Certificate, opinion, opinion or report or other paper or document furnished to the Trustee as evidence of compliance with a condition provided for in this Agreement shall include a statement by the person giving the evidence: (ac) declaring that he such person has read and understands the provisions of this Agreement relating to the condition in question; (bd) describing the nature and scope of the examination or investigation upon which he such person based the statutory declaration, certificate, statement or opinion; and (ce) declaring that he such person has made such examination or investigation as he such person believes is necessary to enable him such person to make the statements or give the opinions contained or expressed therein.

Evidence and Authority to Trustee. The Purchaser and the Parent Exchangeco and/or Patch shall furnish to the Trustee evidence of compliance with the conditions provided for in this Agreement relating to any action or step required or permitted to be taken by the Purchaser Exchangeco and/or the Parent for Patch or the Trustee under this Agreement or as a result of any obligation imposed under this Agreement including, without limitation, in respect of the Voting Rights, Insolvency Exchange Right or the Automatic Exchange Rights and the taking of any other action to be taken by the Trustee at the request of or on the application of the Purchaser and the Parent Exchangeco and/or Patch forthwith if and when: (a) such evidence is required by any other section of this Agreement to be furnished to the Trustee in accordance with the terms of this Section section 7.9; or (b) the Trustee, in the exercise of its rights, powers, duties and authorities under this Agreement, gives the Purchaser Exchangeco and/or the Parent Patch written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice. Such evidence shall consist of an Officer's Certificate of the Purchaser Exchangeco and/or the ParentPatch, a statutory declaration or a certificate made by persons entitled to sign an Officer's Certificate stating that any such condition has been complied with in accordance with the terms of this Agreement. Whenever such evidence relates to a matter other than the Voting Rights, the Insolvency Exchange Right or the Automatic Exchange Rights andor the taking of any other action to be taken by the Trustee at the request or on the application of Patch and/or Exchangeco, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, auditor, accountant, appraiser, valuer, engineer or other expert or any other person whose qualifications give authority to a statement made by him, provided that if such report or opinion is furnished by a director, officer or employee of the Purchaser Exchangeco and/or the Parent Patch shall be in the form of an Officer's Certificate or a statutory declaration. Each statutory declaration, certificateOfficer's Certificate, opinion, report or other paper or document furnished to the Trustee as evidence of compliance with a condition provided for in this Agreement shall include a statement by the person giving the evidence: (a) declaring that he has read and understands the provisions of this Agreement relating to the condition in question; (b) describing the nature and scope of the examination or investigation upon which he based the statutory declaration, certificate, statement or opinion; and (c) declaring that he has made such examination or investigation as he believes is necessary to enable him to make the statements or give the opinions contained or expressed therein.

Evidence and Authority to Trustee. The Purchaser and the Parent shall Merilus Canada and/or Merilus USA will furnish to the Trustee evidence of compliance with the conditions provided for in this Agreement agreement relating to any action or step required or permitted to be taken by the Purchaser Merilus Canada and/or the Parent for Merilus USA or the Trustee under this Agreement agreement or as a result of any obligation imposed under this Agreement agreement, including, without limitation, in respect of the Insolvency Voting Rights or the Exchange Put Right, the Exchange Right or the Automatic Exchange Rights and the taking of any other action to be taken by the Trustee at the request of or on the application of the Purchaser and the Parent Merilus Canada and/or Merilus USA forthwith if and when: (a) such evidence is required by any other section of this Agreement agreement to be furnished to the Trustee in accordance with the terms of this Section 7.9; or or (b) the Trustee, in the exercise of its rights, powers, duties and authorities under this Agreementagreement, gives the Purchaser Merilus Canada and/or the Parent Merilus USA written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice. Such evidence shall will consist of an Officer's Certificate of the Purchaser Merilus Canada and/or the Parent, Merilus USA or a statutory declaration or a certificate made by persons entitled to sign an Officer's Certificate stating that any such condition has been complied with in accordance with the terms of this Agreementagreement. Whenever such evidence relates to a matter other than the Voting RightsRights or the Exchange Put Right, the Insolvency Exchange Right or the Automatic Exchange Rights andRights, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, auditor, accountant, appraiser, valuer, engineer or other expert or any other person whose qualifications give authority to a statement made by him, provided that that, if such report or opinion is furnished by a director, officer or employee of the Purchaser Merilus Canada and/or the Parent shall Merilus USA, it will be in the form of an Officer's Certificate or a statutory declaration. Each statutory declaration, certificate, opinion, opinion or report or other paper or document furnished to the Trustee as evidence of compliance with a condition provided for in this Agreement shall agreement will include a statement by the person giving the evidence: (ai) declaring that he such person has read and understands the provisions of this Agreement agreement relating to the condition in question; (bii) describing the nature and scope of the examination or investigation upon on which he such person based the statutory declaration, certificate, statement or opinion; and (ciii) declaring that he such person has made such examination or investigation as he such person believes is necessary to enable him such person to make the statements or give the opinions contained or expressed therein.

Evidence and Authority to Trustee. The Purchaser and the Parent Newco and/or CN shall furnish to the Trustee evidence of compliance with the conditions provided for in this Agreement trust agreement relating to any action or step required or permitted to be taken by the Purchaser Newco and/or the Parent for CN or the Trustee under this Agreement trust agreement or as a result of any obligation imposed under this Agreement trust agreement, including, without limitation, in respect of the Insolvency Voting Rights or the Exchange Right or the Automatic Exchange Rights and the taking of any other action to be taken by the Trustee at the request of or on the application of the Purchaser and the Parent forthwith Newco and/or CN promptly if and when: (a) such evidence is required by any other section of this Agreement trust agreement to be furnished to the Trustee in accordance with the terms of this Section section 7.9; or (b) the Trustee, in the exercise of its rights, powers, duties and authorities under this Agreementtrust agreement, gives the Purchaser Newco and/or the Parent CN written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice. Such evidence shall consist of an Officer's Certificate of the Purchaser Newco and/or the Parent, CN or a statutory declaration or a certificate made by persons entitled to sign an Officer's Certificate stating that any such condition has been complied with in accordance with the terms of this Agreementtrust agreement. Whenever such evidence relates to a matter other than the Voting Rights, Rights or the Insolvency Exchange Right or the Automatic Exchange Rights andor the taking of any other action to be taken by the Trustee at the request or on the application of Newco and/or CN, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, attorney, auditor, accountant, appraiser, valuer, engineer or other expert or any other person whose qualifications give authority to a statement made by him, provided that if such report or opinion is furnished by a director, officer or employee of the Purchaser Newco and/or the Parent CN it shall be in the form of an Officer's Certificate or a statutory declaration. Each statutory declaration, certificateOfficer's Certificate, opinion, opinion or report or other paper or document furnished to the Trustee as evidence of compliance with a condition provided for in this Agreement trust agreement shall include a statement by the person giving the evidence: (a) declaring that he has read and understands the provisions of this Agreement trust agreement relating to the condition in question; (b) describing the nature and scope of the examination or investigation upon which he based the statutory declaration, certificate, statement or opinion; and (c) declaring that he has made such examination or investigation as he believes is necessary to enable him to make the statements or give the opinions contained or expressed therein.

Evidence and Authority to Trustee. The Purchaser and the Parent and/or Canadian Sub shall furnish to the Trustee evidence of compliance with the conditions provided for in this Agreement relating to any action or step required or permitted to be taken by the Purchaser Parent and/or the Parent for Canadian Sub or the Trustee under this Agreement or as a result of any obligation imposed under this Agreement includingAgreement, without limitation, including in respect of the Insolvency Voting Rights or the Exchange Right or the Automatic Exchange Rights and the taking of any other action to be taken by the Trustee at the request of or on the application of the Purchaser and the Parent forthwith and/or Canadian Sub promptly if and when: (a) such evidence is required by any other section of this Agreement to be furnished to the Trustee in accordance with the terms of this Section 7.9; or (b) the Trustee, in the exercise of its rights, powers, duties and authorities under this Agreement, gives the Purchaser Parent and/or the Parent Canadian Sub written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice. Such evidence shall consist of an Officer's ’s Certificate of the Purchaser Parent and/or the Parent, Canadian Sub or a statutory declaration or a certificate made by persons entitled to sign an Officer's ’s Certificate stating that any such condition has been complied with in accordance with the terms of this Agreement. Whenever such evidence relates to a matter other than the Voting Rights, Rights or the Insolvency Exchange Right or the Automatic Exchange Rights andor the taking of any other action to be taken by the Trustee at the request or on the application of Parent and/or Canadian Sub, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, attorney, auditor, accountant, appraiser, valuer, engineer or other expert or any other person Person whose qualifications give authority to a statement made by him, provided that if such report or opinion is furnished by a director, officer or employee of the Purchaser Parent and/or the Parent Canadian Sub it shall be in the form of an Officer's ’s Certificate or a statutory declaration. Each statutory declaration, certificateOfficer’s Certificate, opinion, opinion or report or other paper or document furnished to the Trustee as evidence of compliance with a condition provided for in this Agreement shall include a statement by the person giving the evidence: (ac) declaring that he has read and understands the provisions of this Agreement relating to the condition in question; (bd) describing the nature and scope of the examination or investigation upon which he based the statutory declaration, certificate, statement or opinion; and (ce) declaring that he has made such examination or investigation as he believes is necessary to enable him to make the statements or give the opinions contained or expressed therein.

Evidence and Authority to Trustee. The Purchaser and the Parent Coors and/or Exchangeco shall furnish to the Trustee evidence of compliance with the conditions provided for in this Agreement relating to any action or step required or permitted to be taken by the Purchaser Coors and/or the Parent for Exchangeco or the Trustee under this Agreement or as a result of any obligation imposed under this Agreement Agreement, including, without limitation, in respect of the Insolvency Voting Rights or the Exchange Right or the Automatic Exchange Rights and the taking of any other action to be taken by the Trustee at the request of or on the application of the Purchaser and the Parent forthwith Coors and/or Exchangeco promptly if and when: (a) such evidence is required by any other section of this Agreement to be furnished to the Trustee in accordance with the terms of this Section section 7.9; or (b) the Trustee, in the exercise of its rights, powers, duties and authorities under this Agreement, gives the Purchaser Coors and/or the Parent Exchangeco written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice. Such evidence shall consist of an Officer's Certificate of the Purchaser Coors and/or the Parent, Exchangeco or a statutory declaration or a certificate made by persons entitled to sign an Officer's Certificate stating that any such condition has been complied with in accordance with the terms of this Agreement. Whenever such evidence relates to a matter other than the Voting Rights, Rights or the Insolvency Exchange Right or the Automatic Exchange Rights andor the taking of any other action to be taken by the Trustee at the request or on the application of Coors and/or Exchangeco, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, attorney, auditor, accountant, appraiser, valuer, engineer or other expert or any other person whose qualifications give authority to a statement made by him, provided that if such report or opinion is furnished by a director, officer or employee of the Purchaser Coors and/or the Parent Exchangeco it shall be in the form of an Officer's Certificate or a statutory declaration. , Each statutory declaration, certificateOfficer's Certificate, opinion, opinion or report or other paper or document furnished to the Trustee as evidence of compliance with a condition provided for in this Agreement shall include a statement by the person giving the evidence: (ac) declaring that he has read and understands the provisions of this Agreement relating to the condition in question; (bd) describing the nature and scope of the examination or investigation upon which he based the statutory declaration, certificate, statement or opinion; and (ce) declaring that he has made such examination or investigation as he believes is necessary to enable him to make the statements or give the opinions contained or expressed therein.

Evidence and Authority to Trustee. The Purchaser and the Parent Acquirer and/or Canco shall furnish to the Trustee evidence of compliance with the conditions provided for in this Agreement relating to any action or step required or permitted to be taken by the Purchaser Acquirer and/or the Parent for Canco or the Trustee under this Agreement or as a result of any obligation imposed under this Agreement includingAgreement, without limitation, including in respect of the Insolvency Voting Rights or the Exchange Right or the Automatic Exchange Rights and the taking of any other action to be taken by the Trustee at the request of or on the application of the Purchaser and the Parent forthwith Acquirer and/or Canco promptly if and when: (a) such evidence is required by any other section of this Agreement to be furnished to the Trustee in accordance with the terms of this Section 7.96.9; or (b) the Trustee, in the exercise of its rights, powers, duties and authorities under this Agreement, gives the Purchaser Acquirer and/or the Parent Canco written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice. Such evidence shall consist of an Officer's Certificate of the Purchaser Acquirer and/or the Parent, Canco or a statutory declaration or a certificate made by persons entitled to sign an Officer's Certificate stating that any such condition has been complied with in accordance with the terms of this Agreement. Whenever such evidence relates to a matter other than the Voting Rights, Rights or the Insolvency Exchange Right or the Automatic Exchange Rights andor the taking of any other action to be taken by the Trustee at the request or on the application of Acquirer and/or Canco, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, attorney, auditor, accountant, appraiser, valuer, engineer or other expert or any other person whose qualifications give authority to a statement made by him, provided that if such report or opinion is furnished by a director, officer or employee of the Purchaser Acquirer and/or the Parent Canco it shall be in the form of an Officer's Certificate or a statutory declaration. Each statutory declaration, certificateOfficer's Certificate, opinion, opinion or report or other paper or document furnished to the Trustee as evidence of compliance with a condition provided for in this Agreement shall include a statement by the person giving the evidence: (ac) declaring that he such person has read and understands the provisions of this Agreement relating to the condition in question; (bd) describing the nature and scope of the examination or investigation upon which he such person based the statutory declaration, certificate, statement or opinion; and (ce) declaring that he such person has made such examination or investigation as he such person believes is necessary to enable him such person to make the statements or give the opinions contained or expressed therein.

Evidence and Authority to Trustee. The Purchaser and the Parent ACTsub and/or ACT shall furnish to the Trustee evidence of compliance with the conditions provided for in this Agreement relating to any action or step required or permitted to be taken by the Purchaser ACTsub and/or the Parent for ACT or the Trustee under this Agreement or as a result of any obligation imposed under this Agreement Agreement, including, without limitation, in respect of the Insolvency Voting Rights, the Exchange Right or the Automatic Exchange Rights and the taking of any other action to be taken by the Trustee at the request of or on the application of the Purchaser and the Parent ACTsub and/or ACT forthwith if and when: (a) such evidence is required by any other section Section of this Agreement to be furnished to the Trustee in accordance with the terms of this Section 7.96.9; or (b) the Trustee, in the exercise of its rights, powers, duties and authorities under this Agreement, gives the Purchaser ACTsub and/or the Parent ACT written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice. Such evidence shall consist of an Officer's Certificate of the Purchaser ACTsub and/or the Parent, ACT or a statutory declaration or a certificate made by persons entitled to sign an Officer's Certificate stating that any such condition has been complied with in accordance with the terms of this Agreement. Whenever such evidence relates to a matter other than the Voting Rights, the Insolvency Exchange Right or the Automatic Exchange Rights andRights, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, auditor, accountant, appraiser, valuer, engineer or other expert or any other person whose qualifications give authority to a statement made by him, provided that if such report or opinion is furnished by a director, officer or employee of the Purchaser ACTsub and/or the Parent ACT it shall be in the form of an Officer's Certificate or a statutory declaration. Each statutory declaration, certificate, opinion, opinion or report or other paper or document furnished to the Trustee as evidence of compliance with a condition provided for in this Agreement shall include a statement by the person giving the evidence: (a) declaring that he has read and understands the provisions of this Agreement relating to the condition in question; (b) describing the nature and scope of the examination or investigation upon which he based the statutory declaration, certificate, statement or opinion; and (c) declaring that he has made such examination or investigation as he believes is necessary to enable him to make the statements or give the opinions opinion contained or expressed therein.

Evidence and Authority to Trustee. The Purchaser and (1) Each of the Parent Corporations shall furnish or cause to be furnished to the Trustee evidence of compliance with the conditions provided for in this Agreement every covenant, condition or other requirement relating to any action or step required or permitted to be taken by each of the Purchaser and/or the Parent for the Trustee Corporations under this Agreement Trust Indenture or as a result of any obligation imposed under this Agreement Trust Indenture, including, without limitation, in respect the certification and delivery of Licenses hereunder, the Insolvency Exchange Right release or release and substitution of property subject to a security interest (if any) constituted by this Trust Indenture or the Automatic Exchange Rights satisfaction and the taking discharge of any other action to be taken by the Trustee at the request of or on the application of the Purchaser and the Parent this Trust Indenture, forthwith if and when: when (a) such evidence is required by any other section provision of this Agreement Trust Indenture to be furnished to the Trustee in accordance with the terms of this Section 7.9; or Trustee, or (b) the Trustee, in the exercise of its rights, powers, rights and duties and authorities under this AgreementTrust Indenture, gives each of the Purchaser and/or the Parent Corporations written notice requiring it to furnish such evidence in relation to any particular action action, step or obligation specified in such notice. Such evidence shall consist of an Officer's Certificate of the Purchaser and/or following evidence as the Parent, a statutory declaration or Trustee may require: (a) a certificate made by persons entitled to sign an any one of the Chairman, the Chief Executive Officer's Certificate , the President, any Vice-President the Treasurer, any Assistant Treasurer, the Secretary or any Assistant Secretary of each of the Corporations stating that any such covenant, condition or other requirement has been complied with in accordance with the terms of this AgreementTrust Indenture, (b) in the case of any such covenant, condition or other requirement, compliance with which is subject to the delivery of an Opinion of Counsel, an Opinion of Counsel that any such covenant, condition or other requirement has been complied with in accordance with the terms of this Trust Indenture, or (c) in the case of any such covenant, condition or other requirement, compliance with which is subject to the review or examination of auditors or accountants, an opinion or report of such auditors or accountants as to the accuracy or reliability of the statements required to be reviewed or examined and stating whether or not the statements have been made in accordance with the terms of this Trust Indenture, or any combination of the foregoing. Whenever such evidence relates to a matter other than the Voting Rightscertification and delivery of Licenses, the Insolvency Exchange Right release or release and substitution of property subject to a security interest (if any) constituted by this Trust Indenture or the Automatic Exchange Rights andsatisfaction and discharge of this Trust Indenture or the taking of any other action required or permitted to be taken by the Trustee, and except as otherwise specifically provided herein, such evidence may consist of or include a report or opinion of any solicitor, auditor, accountant, appraiser, valuer, engineer engineer, surveyor or other expert appraiser or any other person whose qualifications give authority to a statement made by him, provided that if such report or opinion is furnished by a director, officer or employee of the Purchaser and/or the Parent shall be in the form of an Officer's Certificate or a statutory declaration. . (2) Each statutory declaration, certificate, opinion, opinion or report or other paper or document furnished with respect to the Trustee as evidence of compliance with a condition provided for in this Agreement Trust Indenture shall include a statement by the person making or giving the evidence: such certificate, opinion or report (a) declaring that he has read read, understands and understands is familiar with the provisions of this Agreement relating to the covenant, condition in question; or other requirement, (b) describing stating the nature and scope of the examination or investigation upon which he based the statutory declaration, statements or opinions contained in the certificate, statement opinion or opinion; and report are based, (c) declaring that stating that, in the belief of the person making the certificate or giving the opinion or report, he has made such examination or investigation as he believes is necessary to enable him to make express an opinion as to whether or not such covenant, condition or other requirement has been complied with or satisfied, and (d) whether or not in the statements opinion of such person such covenant, condition or give the opinions contained other requirement has been complied with or expressed thereinsatisfied.

Evidence and Authority to Trustee. The Purchaser and the Parent (1) Newmont and/or New Exchangeco shall furnish to the Trustee evidence of compliance with the conditions provided for in this Agreement agreement relating to any action or step required or permitted to be taken by the Purchaser Newmont and/or the Parent for New Exchangeco or the Trustee under this Agreement agreement or as a result of any obligation imposed under this Agreement includingagreement, without limitation, including in respect of the Insolvency Voting Rights or the Automatic Exchange Right or the Automatic Exchange Rights on Liquidation and the taking of any other action to be taken by the Trustee at the request of or on the application of the Purchaser and the Parent forthwith Newmont and/or New Exchangeco promptly if and when: (a) such evidence is required by any other section of this Agreement agreement to be furnished to the Trustee in accordance with the terms of this Section 7.9; or (b) the Trustee, in the exercise of its rights, powers, duties and authorities under this Agreementagreement, gives the Purchaser Newmont and/or the Parent New Exchangeco written notice requiring it to furnish such evidence in relation to any particular action or obligation or matter specified in such notice. . (2) Such evidence shall consist of an Officer's ’s Certificate of the Purchaser Newmont and/or the Parent, New Exchangeco or a statutory declaration or a certificate made by persons entitled to sign an Officer's ’s Certificate stating that any such condition has been complied with in accordance with the terms of this Agreement. agreement. (3) Whenever such evidence relates to a matter other than the Voting Rights, Rights or the Insolvency Automatic Exchange Right or the Automatic Exchange Rights andon Liquidation or the taking of any other action to be taken by the Trustee at the request or on the application of Newmont and/or New Exchangeco, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, attorney, auditor, accountant, appraiser, valuer, engineer valuer or other expert or any other person whose qualifications give authority to a statement made by him, provided that if such report or opinion is furnished by a director, officer or employee of the Purchaser Newmont and/or the Parent New Exchangeco it shall be in the form of an Officer's ’s Certificate or a statutory declaration. . (4) Each statutory declaration, certificateOfficer’s Certificate, opinion, opinion or report or other paper or document furnished to the Trustee as evidence of compliance with a condition provided for in this Agreement agreement shall include a statement by the person giving the evidence: (a) declaring that he has read and understands the provisions of this Agreement agreement relating to the condition in question; (b) describing the nature and scope of the examination or investigation upon which he based the statutory declaration, certificate, statement or opinion; and (c) declaring that he has made such examination or investigation as he believes is necessary to enable him to make the statements or give the opinions contained or expressed therein.

Evidence and Authority to Trustee. The Purchaser and the Parent shall furnish to the Trustee evidence of compliance with the conditions provided for in this Agreement relating to any action or step required or permitted to be taken by the Purchaser and/or the Parent for the Trustee under this Agreement or as a result of any obligation imposed under this Agreement including, without limitation, in respect of the Insolvency Exchange Right or the Automatic Exchange Rights and the taking of any other action to be taken by the Trustee at the request of or on the application of the Purchaser and the Parent forthwith if and when: (a) such evidence is required by any other section of this Agreement to be furnished to the Trustee in accordance with the terms of this Section 7.9; or (b) the Trustee, in the exercise of its rights, powers, duties and authorities under this Agreement, gives the Purchaser and/or the Parent written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice. Such evidence shall consist of an Officer's Certificate of the Purchaser and/or the Parent, a statutory declaration or a certificate made by persons entitled to sign an Officer's Certificate stating that any such condition has been complied with in accordance with the terms of this Agreement. Whenever such evidence relates to a matter other than the Voting Rights, the Insolvency Exchange Right or the Automatic Exchange Rights and, except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, auditor, accountant, appraiser, valuer, engineer or other expert or any other person whose qualifications give authority to a statement made by him, provided that if such report or opinion is furnished by a director, officer or employee of the Purchaser and/or the Parent shall be in the form of an Officer's Certificate or a statutory declaration. Each statutory declaration, certificate, opinion, report or other paper or document furnished to the Trustee as evidence of compliance with a condition provided for in this Agreement shall include a statement by the person giving the evidence: (a) declaring that he has read and understands the provisions of this Agreement relating to the condition in question; (b) describing the nature and scope of the examination or investigation upon which he based the statutory declaration, certificate, statement or opinion; and (c) declaring that he has made such examination or investigation as he believes is necessary to enable him to make the statements or give the opinions contained or expressed therein.

Evidence and Authority to Trustee. The Purchaser and the Parent Spectra Energy and/or Exchangeco shall furnish to the Trustee evidence of compliance with the conditions provided for in this Agreement relating to any action or step required or permitted to be taken by the Purchaser Spectra Energy and/or the Parent for Exchangeco or the Trustee under this Agreement or as a result of any obligation imposed under this Agreement includingAgreement, without limitation, including in respect of the Insolvency Spectra Energy Voting Rights or the Spectra Energy Exchange Right or the Spectra Energy Automatic Exchange Rights and the taking of any other action to be taken by the Trustee at the request of or on the application of the Purchaser and the Parent forthwith Spectra Energy and/or Exchangeco promptly if and when: (a) such evidence is required by any other section of this Agreement to be furnished to the Trustee in accordance with the terms of this Section 7.96.9; or (b) the Trustee, in the exercise of its rights, powers, duties and authorities under this Agreement, gives the Purchaser Spectra Energy and/or the Parent Exchangeco written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice. Such evidence shall consist of an Officer's ’s Certificate of the Purchaser Spectra Energy and/or the Parent, Exchangeco or a statutory declaration or a certificate made by persons entitled to sign an Officer's ’s Certificate stating that any such condition has been complied with in accordance with the terms of this Agreement. Whenever such evidence relates to a matter other than the Spectra Energy Voting Rights, Rights or the Insolvency Spectra Energy Exchange Right or the Spectra Energy Automatic Exchange Rights andor the taking of any other action to be taken by the Trustee at the request or on the application of Spectra Energy and/or Exchangeco, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, attorney, auditor, accountant, appraiser, valuer, engineer or other expert or any other person whose qualifications give authority to a statement made by him, provided that if such report or opinion is furnished by a director, officer or employee of the Purchaser Spectra Energy and/or the Parent Exchangeco it shall be in the form of an Officer's ’s Certificate or a statutory declaration. Each statutory declaration, certificateOfficer’s Certificate, opinion, opinion or report or other paper or document furnished to the Trustee as evidence of compliance with a condition provided for in this Agreement shall include a statement by the person giving the evidence: (ac) declaring that he such person has read and understands the provisions of this Agreement relating to the condition in question; (bd) describing the nature and scope of the examination or investigation upon which he such person based the statutory declaration, certificate, statement or opinion; and (ce) declaring that he such person has made such examination or investigation as he such person believes is necessary to enable him such person to make the statements or give the opinions contained or expressed therein.

Evidence and Authority to Trustee. (a) The Purchaser and the Parent Corporation shall furnish to the Trustee evidence of compliance with the conditions precedent provided for in this Agreement Note Indenture relating to any action or step required or permitted to be taken by the Purchaser and/or the Parent for Corporation or the Trustee under this Agreement Note Indenture or as a result of any obligation imposed under this Agreement includingNote Indenture, including without limitation, in respect the certification and delivery of Notes hereunder, the Insolvency Exchange Right or the Automatic Exchange Rights satisfaction and discharge of this Note Indenture and the taking of any other action to be taken by the Trustee at the request of or on the application of the Purchaser and the Parent Corporation, forthwith if and when: when (ai) such evidence is required by any other section provision of this Agreement Note Indenture, to be furnished to by the Trustee in accordance with the terms of this Section 7.9; or section 11.5 or (bii) the Trustee, in the exercise of its rights, powers, rights and duties and authorities under this AgreementNote Indenture, gives the Purchaser and/or the Parent Corporation written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice. . (b) Such evidence shall consist of an Officer's of: (i) a Certificate of the Purchaser and/or the Parent, a statutory declaration or a certificate made by persons entitled to sign an Officer's Certificate Corporation stating that any such condition precedent has been complied with in accordance with the terms of this Agreement. Note Indenture; (ii) in the case of a condition precedent for which compliance is, by the terms of this Note Indenture, made subject to review or examination by a solicitor, an opinion of Counsel that such condition precedent has been complied with in accordance with the terms of this Note Indenture; and (iii) in the case of any such condition precedent for which compliance is subject to review or examination by auditors or accountants, an opinion or report of the Auditors of the Corporation whom the Trustee for such purposes hereby approves, that such condition precedent has been complied with in accordance with the terms of this Note Indenture. (c) Whenever such evidence relates to a matter other than the Voting Rightscertification and delivery of Notes and the satisfaction and discharge of this Note Indenture, the Insolvency Exchange Right or the Automatic Exchange Rights and, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, auditor, accountant, appraiser, valuer, engineer or other expert appraiser or any other person whose qualifications give authority to a statement made by him, provided that if such report or opinion is furnished by a directorDirector, officer or employee of the Purchaser and/or the Parent Corporation it shall be in the form of an Officer's Certificate or a statutory declaration. Such evidence shall be, so far as appropriate, in accordance with subsection (b) above. (d) Each statutory declaration, certificate, opinion, opinion or report or other paper or document furnished with respect to the Trustee as evidence of compliance with a condition precedent provided for in this Agreement Note Indenture shall include (i) a statement by the person giving the evidence: (a) declaring evidence that he such person has read and understands the is familiar with those provisions of this Agreement Note Indenture relating to the condition precedent in question; , (bii) describing a brief statement of the nature and scope of the examination or investigation upon which he based the statutory declarationstatements or opinions contained in such evidence are based, certificate(iii) a statement that in the belief of the person giving such evidence, statement or opinion; and (c) declaring that he has made such examination or investigation as he believes is necessary to enable him such person to make the statements or give the opinions contained or expressed thereintherein and (iv) a statement whether in the opinion of such person the conditions precedent in question have been complied with or satisfied.

Evidence and Authority to Trustee. The Purchaser and the Parent TMW, Canco and/or MG shall furnish to the Trustee evidence of compliance with the conditions provided for in this Agreement relating to any action or step required or permitted to be taken by the Purchaser TMW, Canco and/or the Parent for MG or the Trustee under this Agreement or as a result of any obligation imposed under this Agreement Agreement, including, without limitation, in respect of the Insolvency Exchange Right or the Automatic Exchange Voting Rights and the taking of any other action to be taken by the Trustee at the request of or on the application of the Purchaser and the Parent TMW, Canco and/or MG forthwith if and when: (a) such evidence is required by any other section of this Agreement to be furnished to the Trustee in accordance with the terms of this Section 7.9; or (b) the Trustee, in the exercise of its rights, powers, duties and authorities under this Agreement, gives the Purchaser TMW, Canco and/or the Parent MG written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice. Such evidence shall consist of an Officer's Certificate of the Purchaser TMW, Canco and/or the Parent, MG or a statutory declaration or a certificate made by persons entitled to sign an Officer's Certificate stating that any such condition has been complied with in accordance with the terms of this Agreement. Whenever such evidence relates to a matter other than the Voting Rights, the Insolvency Exchange Right or the Automatic Exchange Rights and, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, auditor, accountant, appraiser, valuer, engineer or other expert or any other person whose qualifications give authority to a statement made by him, provided that if such report or opinion is furnished by a director, officer or employee of the Purchaser TMW, Canco and/or the Parent MG it shall be in the form of an Officer's Certificate or a statutory declaration. Each statutory declaration, certificate, opinion, opinion or report or other paper or document furnished to the Trustee as evidence of compliance with a condition provided for in this Agreement shall include a statement by the person giving the evidence: (ai) declaring that he has read and understands the provisions of this Agreement relating to the condition in question; (bii) describing the nature and scope of the examination or investigation upon which he based the statutory declaration, certificate, statement or opinion; and (c) declaring that he has made such examination or investigation as he believes is necessary to enable him to make the statements or give the opinions contained or expressed therein.

Evidence and Authority to Trustee. The Purchaser and the Parent (1) MDC shall furnish to the Trustee evidence of compliance with the conditions provided for in this Agreement every covenant, condition or other requirement relating to any action or step required or permitted to be taken by the Purchaser and/or the Parent for MDC or the Trustee under this Agreement Trust Indenture or as a result of any obligation imposed under this Agreement Trust Indenture, including, without limitation, in respect the certification and delivery of Exchangeable Securities hereunder, the Insolvency Exchange Right release or release and substitution of property subject to a security interest (if any) constituted by this Trust Indenture or the Automatic Exchange Rights satisfaction and the taking discharge of any other action to be taken by the Trustee at the request of or on the application of the Purchaser and the Parent this Trust Indenture, forthwith if and when: when (a) such evidence is required by any other section provision of this Agreement Trust Indenture to be furnished to the Trustee in accordance with the terms of this Section 7.9; or Trustee, or (b) the Trustee, in the exercise of its rights, powers, rights and duties and authorities under this AgreementTrust Indenture, gives the Purchaser and/or the Parent MDC written notice requiring it to furnish such evidence in relation to any particular action action, step or obligation specified in such notice. Such evidence shall consist of an Officer's Certificate of the Purchaser and/or following evidence as the Parent, a statutory declaration or Trustee may require: (a) a certificate made by persons entitled to sign an any one of the Chairman, the Chief Executive Officer's Certificate , the President, any Vice-President, the Treasurer, any Assistant Treasurer, the Secretary or any Assistant Secretary of MDC stating that any such covenant, condition or other requirement has been complied with in accordance with the terms of this AgreementTrust Indenture, (b) in the case of any such covenant, condition or other requirement, compliance with which is subject to the delivery of an opinion of Counsel, an opinion of Counsel that any such covenant, condition or other requirement has been complied with in accordance with the terms of this Trust Indenture, or (c) in the case of any such covenant, condition or other requirement, compliance with which is subject to the review or examination of auditors or accountants, an opinion or report of such auditors or accountants as to the accuracy or reliability of the statements required to be reviewed or examined and stating whether or not the statements have been made in accordance with the terms of this Trust Indenture, or any combination of the foregoing. Whenever such evidence relates to a matter other than the Voting Rightscertification and delivery of Exchangeable Securities, the Insolvency Exchange Right release and substitution of property subject to a security interest (if any) constituted by this Trust Indenture or the Automatic Exchange Rights andsatisfaction and discharge of this Trust Indenture, and except as otherwise specifically provided herein, such evidence may consist of or include a report or opinion of any solicitor, auditor, accountant, appraiser, valuer, engineer engineer, surveyor or other expert appraiser or any other person whose qualifications give authority to a statement made by him, provided that if such report or opinion is furnished by a director, officer or employee of the Purchaser and/or the Parent shall be in the form of an Officer's Certificate or a statutory declaration. . (2) Each statutory declaration, certificate, opinion, opinion or report or other paper or document furnished with respect to the Trustee as evidence of compliance with a condition provided for in this Agreement Trust Indenture shall include a statement by the person making or giving the evidence: such certificate, opinion or report (a) declaring that he has read and understands is familiar with the provisions of this Agreement relating to the covenant, condition in question; or other requirement, (b) describing stating the nature and scope of the examination or investigation upon which he based the statutory declaration, statements or opinions contained in the certificate, statement opinion or opinion; and report are based, (c) declaring that stating that, in the belief of the person making the certificate or giving the opinion or report, he has made such examination or investigation as he believes is necessary to enable him to make express an opinion as to whether or not such covenant, condition or other requirement has been complied with or satisfied, and (d) whether or not in the statements opinion of such person such covenant, condition or give the opinions contained other requirement has been complied with or expressed thereinsatisfied.

Evidence and Authority to Trustee. The Purchaser and the Parent Corporation and/or Applied shall furnish to the Trustee evidence of compliance with the conditions provided for in this Agreement relating to any action or step required or permitted to be taken by the Purchaser Corporation and/or the Parent for Applied or the Trustee under this Agreement or as a result of any obligation imposed under this Agreement Agreement, including, without limitation, in respect of the Insolvency Voting Rights, the Exchange Right or the Automatic Exchange Rights and the taking of any other action to be taken by the Trustee at the request of or on the application of the Purchaser and the Parent Corporation and/or Applied forthwith if and when: (a) such evidence is required by any other section of this Agreement to be furnished to the Trustee in accordance with the terms of this Section 7.9section 6.9; or (b) the Trustee, in the exercise of its rights, powers, duties and authorities under this Agreement, gives the Purchaser Corporation and/or the Parent Applied written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice. Such evidence shall consist of an Officer's Certificate of the Purchaser Corporation and/or the Parent, Applied or a statutory declaration or a certificate made by persons entitled to sign an Officer's Certificate stating that any such condition has been complied with in accordance with the terms of this Agreement. Whenever such evidence relates to a matter other than the Voting Rights, the Insolvency Exchange Right or the Automatic Exchange Rights andRights, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, auditor, accountant, appraiser, valuer, engineer or other expert or any other person whose qualifications give authority to a statement made by him, provided that if such report or opinion is furnished by a director, officer or employee of the Purchaser Corporation and/or the Parent Applied it shall be in the form of an Officer's Certificate or a statutory declaration. Each statutory declaration, certificate, opinion, opinion or report or other paper or document furnished to the Trustee as evidence of compliance with a condition provided for in this Agreement shall include a statement by the person giving the evidence: (a) declaring that he has read and understands the provisions of this Agreement relating to the condition in question; (b) describing the nature and scope of the examination or investigation upon which he based the statutory declaration, certificate, statement or opinion; and (c) declaring that he has made such examination or investigation as he believes is necessary to enable him to make the statements or give the opinions contained or expressed therein.

Evidence and Authority to Trustee. The Purchaser and the Parent ExchangeCo and/or JAG shall furnish to the Trustee evidence of compliance with the conditions provided for in this Agreement agreement relating to any action or step required or permitted to be taken by the Purchaser ExchangeCo and/or the Parent for JAG or the Trustee under this Agreement agreement or as a result of any obligation imposed under this Agreement agreement, including, without limitation, in respect of the Insolvency Voting Rights or the Exchange Put Right, the Exchange Right or the Automatic Exchange Rights and the taking of any other action to be taken by the Trustee at the request of or on the application of the Purchaser and the Parent ExchangeCo and/or JAG forthwith if and when: (a) such evidence is required by any other section of this Agreement agreement to be furnished to the Trustee in accordance with the terms of this Section 7.9; or (b) the Trustee, in the exercise of its rights, powers, duties and authorities under this Agreementagreement, gives the Purchaser ExchangeCo and/or the Parent JAG written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice. Such evidence shall consist of an Officer's Certificate of the Purchaser ExchangeCo and/or the Parent, JAG or a statutory declaration or a certificate made by persons entitled to sign an Officer's Certificate stating that any such condition has been complied with in accordance with the terms of this Agreementagreement. Whenever such evidence relates to a matter other than the Voting RightsRights or the Exchange Put Right, the Insolvency Exchange Right or the Automatic Exchange Rights andRights, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, auditor, accountant, appraiser, valuervaluator, engineer or other expert or any other person whose qualifications give authority to a statement made by him, provided that that, if such report or opinion is furnished by a director, officer or employee of the Purchaser ExchangeCo and/or the Parent JAG, it shall be in the form of an Officer's Certificate or a statutory declaration. Each statutory declaration, certificate, opinion, opinion or report or other paper or document furnished to the Trustee as evidence of compliance with a condition provided for in this Agreement agreement shall include a statement by the person giving the evidence: (ai) declaring that he such person has read and understands the provisions of this Agreement agreement relating to the condition in question; (bii) describing the nature and scope of the examination or investigation upon which he such person based the statutory declaration, certificate, statement or opinion; and (ciii) declaring that he such person has made such examination or investigation as he such person believes is necessary to enable him such person to make the statements or give the opinions contained or expressed therein.

Evidence and Authority to Trustee. The Purchaser and Corporation, Dutchco and/or the Parent shall furnish to the Trustee evidence of compliance with the conditions provided for in this Agreement relating to any action or step required or permitted to be taken by the Purchaser Corporation, Dutchco and/or the Parent for or the Trustee under this Agreement agreement or as a result of any obligation imposed under this Agreement Agreement, including, without limitation, in respect of the Insolvency Voting Rights or the Exchange Right or the Automatic Exchange Rights and the taking of any other action to be taken by the Trustee at the request of or on the application of the Purchaser and Corporation, Dutchco and/or the Parent forthwith if and when: (a) such evidence is required by any other section of this Agreement to be furnished to the Trustee in accordance with the terms of this Section 7.9section 8.9; or (b) the Trustee, in the exercise of its rights, powers, duties and authorities under this Agreement, gives the Purchaser Corporation, Dutchco and/or the Parent written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice. Such evidence shall consist of an Officer's Certificate of the Purchaser Corporation, Dutchco and/or the Parent, Parent or a statutory declaration or a certificate made by persons entitled to sign an Officer's Certificate stating that any such condition has been complied with in accordance with the terms of this Agreement. Whenever such evidence relates to a matter other than the Voting Rights, Rights or the Insolvency Exchange Right or the Automatic Exchange Rights andautomatic exchange of Exchangeable Shares for Parent Common Shares pursuant to section 5.12, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, auditor, accountant, appraiser, valuer, engineer or other expert or any other person whose qualifications give authority to a statement made by him, provided that if such report or opinion is furnished by a director, officer or employee of the Purchaser Corporation, Dutchco and/or the Parent it shall be in the form of an Officer's Certificate or a statutory declaration. Each statutory declaration, certificate, opinion, opinion or report or other paper or document furnished to the Trustee as evidence of compliance with a condition provided for in this Agreement shall include a statement by the person giving the evidence: (a) declaring that he has read and understands the provisions of this Agreement relating to the condition in question; (b) describing the nature and scope of the examination or investigation upon which he based the statutory declaration, certificate, statement or opinion; and (c) declaring that he has made such examination or investigation as he believes is necessary to enable him to make the statements or give the opinions contained or expressed therein.

Evidence and Authority to Trustee. The Purchaser and Corporation and/or the Parent shall furnish to the Trustee evidence of compliance with the conditions provided for in this Agreement trust agreement relating to any action or step required or permitted to be taken by the Purchaser Corporation and/or the Parent for or the Trustee under this Agreement trust agreement or as a result of any obligation imposed under this Agreement trust agreement, including, without limitation, in respect of the Insolvency Voting Rights or the Exchange Right or the Automatic Exchange Rights and the taking of any other action to be taken by the Trustee at the request of or on the application of the Purchaser and Corporation and/or the Parent forthwith if and when: (a) such evidence is required by any other section Section of this Agreement trust agreement to be furnished to the Trustee in accordance with the terms of this Section 7.9; or (b) the Trustee, in the exercise of its rights, powers, duties and authorities under this Agreementtrust agreement, gives the Purchaser Corporation and/or the Parent written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice. Such evidence shall consist of an Officer's Certificate of the Purchaser Corporation and/or the Parent, Parent or a statutory declaration or a certificate made by persons entitled to sign an Officer's Certificate stating that any such condition has been complied with in accordance with the terms of this Agreementtrust agreement. Whenever such evidence relates to a matter other than the Voting Rights, Rights or the Insolvency Exchange Right or the Automatic Exchange Rights and, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, auditor, accountant, appraiser, valuer, engineer or other expert or any other person whose qualifications give authority to a statement made by himsuch person, provided that if such report or opinion is furnished by a director, officer or employee of the Purchaser Corporation and/or the Parent it shall be in the form of an Officer's Certificate or a statutory declaration. Each statutory declaration, certificate, opinion, opinion or report or other paper or document furnished to the Trustee as evidence of compliance with a condition provided for in this Agreement trust agreement shall include a statement by the person giving the evidence: (a) declaring that he such person has read and understands the provisions of this Agreement trust agreement relating to the condition in question; (b) describing the nature and scope of the examination or investigation upon which he such person based the statutory declaration, certificate, statement or opinion; and (c) declaring that he such person has made such examination or investigation as he such person believes is necessary to enable him such person to make the statements or give the opinions contained or expressed therein.

Evidence and Authority to Trustee. The Purchaser and Corporation and/or the Parent shall furnish to the Trustee evidence of compliance with the conditions provided for in this Agreement agreement relating to any action or step required or permitted to be taken by the Purchaser and/or Corporation, the Parent for Parent, VM Sub or the Trustee under this Agreement agreement or as a result of any obligation imposed under this Agreement agreement, including, without limitation, in respect of the Insolvency Voting Rights or the Exchange Right or the Automatic Exchange Rights and the taking of any other action to be taken by the Trustee at the request of or on the application of the Purchaser and Corporation and/or the Parent forthwith if and when: (a) such evidence is required by any other section of this Agreement agreement to be furnished to the Trustee in accordance with the terms of this Section section 7.9; or (b) the Trustee, in the exercise of its rights, powers, duties and authorities under this Agreementagreement, gives the Purchaser Corporation and/or the Parent written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice. Such evidence shall consist of an Officer's Certificate of the Purchaser Corporation and/or the Parent, Parent or a statutory declaration or a certificate made by persons entitled to sign an Officer's Certificate stating that any such condition has been complied with in accordance with the terms of this Agreementagreement. Whenever such evidence relates to a matter other than the Voting Rights, Rights or the Insolvency Exchange Right or the Automatic Exchange Rights and, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, auditor, accountant, appraiser, valuer, engineer or other expert or any other person whose qualifications give authority to a statement made by himsuch person, provided that if such report or opinion is furnished by a director, officer or employee of the Purchaser Corporation and/or the Parent it shall be in the form of an Officer's Certificate or a statutory declaration. Each statutory declaration, certificate, opinion, opinion or report or other paper or document furnished to the Trustee as evidence of compliance with a condition provided for in this Agreement agreement shall include a statement by the person giving the evidence: (a) declaring that he such person has read and understands the provisions pro- visions of this Agreement agreement relating to the condition in question; (b) describing the nature and scope of the examination or investigation upon which he such person based the statutory declaration, certificate, statement or opinion; and (c) declaring that he such person has made such examination or investigation as he such person believes is necessary to enable him such person to make the statements or give the opinions contained or expressed therein.

Evidence and Authority to Trustee. The Purchaser and Corporation, Swissco and/or the Parent shall furnish to the Trustee evidence of compliance with the conditions provided for in this Agreement trust agreement relating to any action or step required or permitted to be taken by the Purchaser Corporation, Swissco and/or the Parent for or the Trustee under this Agreement trust agreement or as a result of any obligation imposed under this Agreement trust agreement, including, without limitation, in respect of the Insolvency Voting Rights or the Exchange Right or the Automatic Exchange Rights and the taking of any other action to be taken by the Trustee at the request of or on the application of the Purchaser and Corporation, Swissco and/or the Parent forthwith if and when: (a) such evidence is required by any other section of this Agreement trust agreement to be furnished to the Trustee in accordance with the terms of this Section section 7.9; or (b) the Trustee, in the exercise of its rights, powers, duties and authorities under this Agreementtrust agreement, gives the Purchaser Corporation, Swissco and/or the Parent written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice. Such evidence shall consist of an Officer's Certificate of the Purchaser Corporation, Swissco and/or the Parent, Parent or a statutory declaration or a certificate made by persons entitled to sign an Officer's Certificate stating that any such condition has been complied with in accordance with the terms of this Agreementtrust agreement. Whenever such evidence relates to a matter other than the Voting Rights, Rights or the Insolvency Exchange Right or the Automatic Exchange Rights andautomatic exchange of Exchangeable Shares for Parent Common Shares pursuant to section 5.12, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, auditor, accountant, appraiser, valuer, engineer or other expert or any other person whose qualifications give authority to a statement made by him, provided that if such report or opinion is furnished by a director, officer or employee of the Purchaser Corporation, Swissco and/or the Parent it shall be in the form of an Officer's Certificate or a statutory declaration. Each statutory declaration, certificate, opinion, opinion or report or other paper or document furnished to the Trustee as evidence of compliance with a condition provided for in this Agreement trust agreement shall include a statement by the person giving the evidence: (a) declaring that he has read and understands the provisions of this Agreement trust agreement relating to the condition in question; (b) describing the nature and scope of the examination or investigation upon which he based the statutory declaration, certificate, statement or opinion; and (c) declaring that he has made such examination or investigation as he believes is necessary to enable him to make the statements or give the opinions contained or expressed therein.

Evidence and Authority to Trustee. The Purchaser and the Parent Trust and/or AcquisitionCo shall furnish to the Trustee evidence of compliance with the conditions provided for in this Agreement relating to any action or step required or permitted to be taken by the Purchaser Trust and/or the Parent for AcquisitionCo or the Trustee under this Agreement or as a result of any obligation imposed under this Agreement Agreement, including, without limitation, in respect of the Insolvency Special Voting Right or the Exchange Right Rights or the Automatic Exchange Rights and the taking of any other action to be taken by the Trustee at the request of or on the application of the Purchaser and the Parent forthwith Trust, Trust Subsidiary and/or AcquisitionCo promptly if and when: (a) such evidence is required by any other section Section of this Agreement to be furnished to the Trustee in accordance with the terms of this Section 7.9; or (b) the Trustee, in the exercise of its rights, powers, duties and authorities under this Agreement, gives the Purchaser Trust and/or the Parent AcquisitionCo written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice. Such evidence shall consist of an Officer's Certificate of the Purchaser trustee of the Trust and/or the Parent, AcquisitionCo or a statutory declaration or a certificate made by persons entitled to sign an Officer's Certificate stating that any such condition has been complied with in accordance with the terms of this Agreement. Whenever such evidence relates to a matter other than the Special Voting Rights, Right or the Insolvency Exchange Right Rights or the Automatic Exchange Rights andor the taking of any other action to be taken by the Trustee at the request or on the application of the Trust, Trust Subsidiary and/or AcquisitionCo, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, attorney, auditor, accountant, appraiser, valuer, engineer or other expert or any other person whose qualifications give authority to a statement made by him, provided that if such report or opinion is furnished by a director, officer or employee of the Purchaser trustee of the Trust and/or the Parent a director, officer or employee of AcquisitionCo it shall be in the form of an Officer's Certificate or a statutory declaration. Each statutory declaration, certificateOfficer's Certificate, opinion, opinion or report or other paper or document furnished to the Trustee as evidence of compliance with a condition provided for in this Agreement shall include a statement by the person giving the evidence: (ac) declaring that he or she has read and understands the provisions of this Agreement relating to the condition in question; (bd) describing the nature and scope of the examination or investigation upon which he or she based the statutory declaration, certificate, statement or opinion; and (ce) declaring that he or she has made such examination or investigation as he or she believes is necessary to enable him or her to make the statements or give the opinions contained or expressed therein.

Evidence and Authority to Trustee. The Purchaser and the Parent Corporation and/or Orbital shall furnish to the Trustee evidence of compliance with the conditions provided for in this Agreement relating to any action or step required or permitted to be taken by the Purchaser Corporation and/or the Parent for Orbital or the Trustee under this Agreement or as a result of any obligation imposed under this Agreement Agreement, including, without limitation, in respect of the Insolvency Voting Rights, the Exchange Right or the Automatic Exchange Rights and the taking of any other action to be taken by the Trustee at the request of or on the application of the Purchaser and the Parent Corporation and/or Orbital forthwith if and when: (a) such evidence is required by any other section of this Agreement to be furnished to the Trustee in accordance with the terms of this Section 7.9section 6.9; or (b) the Trustee, in the exercise of its rights, powers, duties and authorities under this Agreement, gives the Purchaser Corporation and/or the Parent Orbital written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice. Such evidence shall consist of an Officer's Certificate of the Purchaser and/or the Parent, a statutory declaration or a certificate made by persons entitled to sign an Officer's Certificate stating that any such condition has been complied with in accordance with the terms of this Agreement. Whenever such evidence relates to a matter other than the Voting Rights, the Insolvency Exchange Right or the Automatic Exchange Rights andRights, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, auditor, accountant, appraiser, valuer, engineer or other expert or any other person whose qualifications give authority to a statement made by him, provided that if such report or opinion is furnished by a director, officer or employee of the Purchaser Corporation and/or the Parent Orbital it shall be in the form of an Officer's Certificate or a statutory declaration. Each statutory declaration, certificate, opinion, opinion or report or other paper or document furnished to the Trustee as evidence of compliance with a condition provided for in this Agreement shall include a statement by the person giving the evidence: (a) declaring that he has read and understands the provisions of this Agreement relating to the condition in question; (b) describing the nature and scope of the examination or investigation upon which he based the statutory declaration, certificate, statement or opinion; and (c) declaring that he has made such examination or investigation as he believes is necessary to enable him to make the statements or give the opinions contained or expressed therein.

Evidence and Authority to Trustee. The Purchaser and the Parent Acquiror and/or Exchangeco shall furnish to the Trustee evidence of compliance with the conditions provided for in this Agreement relating to any action or step required or permitted to be taken by the Purchaser Acquiror and/or the Parent for Exchangeco or the Trustee under this Agreement or as a result of any obligation imposed under this Agreement includingAgreement, without limitation, including in respect of the Insolvency Voting Rights or the Exchange Right or the Automatic Exchange Rights and the taking of any other action to be taken by the Trustee at the request of or on the application of the Purchaser and the Parent forthwith Acquiror and/or Exchangeco promptly if and when: (a) such evidence is required by any other section of this Agreement to be furnished to the Trustee in accordance with the terms of this Section 7.96.9; or (b) the Trustee, in the exercise of its rights, powers, duties and authorities under this Agreement, gives the Purchaser Acquiror and/or the Parent Exchangeco written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice. Such evidence shall consist of an Officer's Certificate of the Purchaser Acquiror and/or the Parent, Exchangeco or a statutory declaration or a certificate made by persons entitled to sign an Officer's Certificate stating that any such condition has been complied with in accordance with the terms of this Agreement. Whenever such evidence relates to a matter other than the Voting Rights, Rights or the Insolvency Exchange Right or the Automatic Exchange Rights andor the taking of any other action to be taken by the Trustee at the request or on the application of Acquiror and/or Exchangeco, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, attorney, auditor, accountant, appraiser, valuer, engineer or other expert or any other person whose qualifications give authority to a statement made by him, provided that if such report or opinion is furnished by a director, officer or employee of the Purchaser Acquiror and/or the Parent Exchangeco it shall be in the form of an Officer's Certificate or a statutory declaration. Each statutory declaration, certificateOfficer's Certificate, opinion, opinion or report or other paper or document furnished to the Trustee as evidence of compliance with a condition provided for in this Agreement shall include a statement by the person giving the evidence: (ac) declaring that he such person has read and understands the provisions of this Agreement relating to the condition in question; (bd) describing the nature and scope of the examination or investigation upon which he such person based the statutory declaration, certificate, statement or opinion; and (ce) declaring that he such person has made such examination or investigation as he such person believes is necessary to enable him such person to make the statements or give the opinions contained or expressed therein.

Evidence and Authority to Trustee. The Purchaser and the Parent SIL and/or Shannon shall furnish to the Trustee evidence of compliance with complianxx xxxx the conditions provided for in this Agreement relating to any action or step required or permitted to be taken by the Purchaser SIL and/or the Parent for Shannon or the Trustee under this . Agreement or as a result of resxxx xx any obligation imposed under this Agreement Agreement, including, without limitation, in respect of the Insolvency Voting Rights or the Exchange Right or the Automatic Exchange Rights and the taking of any other action to be taken by the Trustee at the request of or on the application of the Purchaser and the Parent SIL and/or Shannon forthwith if and when: (a) such evidence is required by reqxxxxx xy any other section of this Agreement to be furnished to the Trustee in accordance with the terms of this Section 7.97(h); or (b) the Trustee, in the exercise of its rights, powers, duties and authorities under this Agreement, gives the Purchaser SIL and/or the Parent Shannon written notice requiring it to furnish such evidence xxxxxxxe in relation to any particular action or obligation specified in such notice. Such evidence shall consist of an Officer's Officers' Certificate of the Purchaser SIL and/or the Parent, Shannon or a statutory declaration or a certificate made by persons entitled xntitled to sign an Officer's Certificate stating that any such condition has been complied with in accordance with the terms of this Agreement. Whenever such evidence relates to a matter other than the Voting Rights, Rights or the Insolvency Exchange Right or the Automatic Exchange Rights andRights, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, auditor, accountant, appraiser, valuer, engineer or other expert or any other person whose qualifications give authority to a statement made by him, him provided that if such report or opinion is furnished by a director, officer or employee of the Purchaser SIL and/or the Parent Shannon it shall be in the form of an Officer's Officers' Certificate or a statutory stxxxxxxx declaration. Each statutory declaration, certificate, opinion, opinion or report or other paper or document furnished to the Trustee as evidence of compliance with a condition provided for in this Agreement shall include a statement by the person giving the evidence: (ai) declaring that he has read and understands the provisions of this Agreement relating to the condition in question; (bii) describing the nature and scope of the examination or investigation upon which he based the statutory declaration, certificate, statement or opinion; and (ciii) declaring that he has made such examination or investigation as he believes is necessary to enable him to make the statements or give the opinions contained or expressed therein.

Evidence and Authority to Trustee. The Purchaser and the Parent ARC, ARC Subco and/or ARC Resources shall furnish to the Trustee evidence of compliance with the conditions provided for in this Agreement relating to any action or step required or permitted to be taken by the Purchaser ARC, ARC Subco and/or the Parent for ARC Resources or the Trustee under this Agreement or as a result of any obligation imposed under this Agreement Agreement, including, without limitation, in respect of the Insolvency Voting Rights, the Exchange Right Rights or the Automatic Exchange Rights and the taking of any other action to be taken by the Trustee at the request of or on the application of the Purchaser and the Parent forthwith ARC, ARC Subco and/or ARC Resources promptly if and when: (a) such evidence is required by any other section Section of this Agreement to be furnished to the Trustee in accordance with the terms of this Section 7.96.9; or (b) the Trustee, in the exercise of its rights, powers, duties and authorities under this Agreement, gives the Purchaser ARC, ARC Subco and/or the Parent ARC Resources written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice. Such evidence shall consist of an Officer's Certificate of the Purchaser ARC Subco and/or the Parent, ARC Resources or a statutory declaration or a certificate made by persons entitled to sign an Officer's Certificate stating that any such condition has been complied with in accordance with the terms of this Agreement. Whenever such evidence relates to a matter other than the Voting Rights, the Insolvency Exchange Right Rights or the Automatic Exchange Rights andor the taking of any other action to be taken by the Trustee at the request or on the application of ARC, ARC Subco and/or ARC Resources, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, attorney, auditor, accountant, appraiser, valuer, engineer or other expert or any other person whose qualifications give authority to a statement made by him, provided that if such report or opinion is furnished by a director, officer or employee of the Purchaser ARC Subco and/or the Parent ARC Resources it shall be in the form of an Officer's Certificate or a statutory declaration. Each statutory declaration, certificateOfficer's Certificate, opinion, opinion or report or other paper or document furnished to the Trustee as evidence of compliance with a condition provided for in this Agreement shall include a statement by the person giving the evidence: (ac) declaring that he or she has read and understands the provisions of this Agreement relating to the condition in question; (bd) describing the nature and scope of the examination or investigation upon which he or she based the statutory declaration, certificate, statement or opinion; and (ce) declaring that he or she has made such examination or investigation as he or she believes is necessary to enable him or her to make the statements or give the opinions contained or expressed therein.

Evidence and Authority to Trustee. The Purchaser and the Parent or Company shall furnish to the Trustee evidence of compliance with the conditions provided for in this Agreement relating to any action or step required or permitted to be taken by the Purchaser and/or the Parent for or Company or the Trustee under this Agreement or as a result of any obligation imposed under this Agreement Agreement, including, without limitation, in respect of the Insolvency Voting Rights or the Exchange Right or the Automatic Exchange Rights and the taking of any other action to be taken by the Trustee at the request of or on the application of the Purchaser and the Parent forthwith and/or Company promptly if and when: (a) such evidence is required by any other section of this Agreement to be furnished to the Trustee in accordance with the terms of this Section section 7.9; or (b) the Trustee, in the exercise of its rights, powers, duties and authorities under this Agreement, gives the Purchaser and/or the Parent or Company written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice. Such evidence shall consist of an Officer's Certificate of the Purchaser and/or the Parent, Parent or Company or a statutory declaration or a certificate made by persons Persons entitled to sign an Officer's Certificate stating that any such condition has been complied with in accordance with the terms of this Agreement. Whenever such evidence relates to a matter other than the Voting Rights, Rights or the Insolvency Exchange Right or the Automatic Exchange Rights andor the taking of any other action to be taken by the Trustee at the request or on the application of Parent or Company, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, attorney, auditor, accountant, appraiser, valuer, engineer or other expert or any other person Person whose qualifications give authority to a statement made by him, provided that if such report or opinion is furnished by a director, officer or employee of the Purchaser and/or the Parent or Company it shall be in the form of an Officer's Certificate or a statutory declaration. Each statutory declaration, certificateOfficer's Certificate, opinion, opinion or report or other paper or document furnished to the Trustee as evidence of compliance with a condition provided for in this Agreement shall include a statement by the person Person giving the evidence: (a) declaring that he has read and understands the provisions of this Agreement relating to the condition in question; (b) describing the nature and scope of the examination or investigation upon which he based the statutory declaration, certificate, statement or opinion; and (c) declaring that he has made such examination or investigation as he believes is necessary to enable him to make the statements or give the opinions contained or expressed therein.

Evidence and Authority to Trustee. The Purchaser and the Parent InfoSpace and/or Locus Holdings shall furnish to the Trustee evidence of compliance with the conditions provided for in this Agreement trust agreement relating to any action or step required or permitted to be taken by the Purchaser InfoSpace and/or the Parent for Locus Holdings or the Trustee under this Agreement trust agreement or as a result of any obligation imposed under this Agreement trust agreement, including, without limitation, in respect of the Insolvency Voting Rights or the Exchange Right or the Automatic Exchange Rights and the taking of any other action to be taken by the Trustee at the request of or on the application of the Purchaser and the Parent forthwith InfoSpace and/or Locus Holdings promptly if and when: (a) such evidence is required by any other section of this Agreement trust agreement to be furnished to the Trustee in accordance with the terms of this Section section 7.9; or (b) the Trustee, in the exercise of its rights, powers, duties and authorities under this Agreementtrust agreement, gives the Purchaser InfoSpace and/or the Parent Locus Holdings written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice. Such evidence shall consist of an Officer's Certificate of the Purchaser InfoSpace and/or the Parent, Locus Holdings or a statutory declaration or a certificate made by persons entitled to sign an Officer's Certificate stating that any such condition has been complied with in accordance with the terms of this Agreementtrust agreement. Whenever such evidence relates to a matter other than the Voting Rights, Rights or the Insolvency Exchange Right or the Automatic Exchange Rights andor the taking of any other action to be taken by the Trustee at the request or on the application of InfoSpace and/or Locus Holdings, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, attorney, auditor, accountant, appraiser, valuer, engineer or other expert or any other person whose qualifications give authority to a statement made by him, provided that if such report or opinion is furnished by a director, officer or employee of the Purchaser InfoSpace and/or the Parent Locus Holdings it shall be in the form of an Officer's Certificate or a statutory declaration. Each statutory declaration, certificateOfficer's Certificate, opinion, opinion or report or other paper or document furnished to the Trustee as evidence of compliance with a condition provided for in this Agreement trust agreement shall include a statement by the person giving the evidence: (a) declaring that he has read and understands the provisions of this Agreement trust agreement relating to the condition in question; (b) describing the nature and scope of the examination or investigation upon which he based the statutory declaration, certificate, statement or opinion; and (c) declaring that he has made such examination or investigation as he believes is necessary to enable him to make the statements or give the opinions contained or expressed therein.

Evidence and Authority to Trustee. The Purchaser and the Parent (1) RTO Acquiror and/or Canco shall furnish to the Trustee evidence of compliance with the conditions provided for in this Agreement agreement relating to any action or step required or permitted to be taken by the Purchaser RTO Acquiror and/or the Parent for Canco or the Trustee under this Agreement agreement or as a result of any obligation imposed under this Agreement includingagreement, without limitation, including in respect of the Insolvency Voting Rights or the Automatic Exchange Right or the Automatic Exchange Rights Right and the taking of any other action to be taken by the Trustee at the request of or on the application of the Purchaser and the Parent forthwith RTO Acquiror and/or Canco promptly if and when: (a) such evidence is required by any other section of this Agreement agreement to be furnished to the Trustee in accordance with the terms of this Section 7.96.9; or (b) the Trustee, in the exercise of its rights, powers, duties and authorities under this Agreementagreement, gives the Purchaser RTO Acquiror and/or the Parent Canco written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice. . (2) Such evidence shall consist of an Officer's ’s Certificate of the Purchaser RTO Acquiror and/or the Parent, Canco or a statutory declaration or a certificate made by persons entitled to sign an Officer's ’s Certificate stating that any such condition has been complied with in accordance with the terms of this Agreement. agreement. (3) Whenever such evidence relates to a matter other than the Voting Rights, Rights or the Insolvency Automatic Exchange Right or the Automatic Exchange Rights andRight or the taking of any other action to be taken by the Trustee at the request or on the application of RTO Acquiror and/or Canco, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, attorney, auditor, accountant, appraiser, valuer, engineer valuer or other expert or any other person whose qualifications give authority to a statement made by him, provided that if such report or opinion is furnished by a director, officer or employee of the Purchaser RTO Acquiror and/or the Parent Canco it shall be in the form of an Officer's ’s Certificate or a statutory declaration. . (4) Each statutory declaration, certificateOfficer’s Certificate, opinion, opinion or report or other paper or document furnished to the Trustee as evidence of compliance with a condition provided for in this Agreement agreement shall include a statement by the person giving the evidence: (a) declaring that he has read and understands the provisions of this Agreement agreement relating to the condition in question; (b) describing the nature and scope of the examination or investigation upon which he based the statutory declaration, certificate, statement or opinion; and (c) declaring that he has made such examination or investigation as he believes is necessary to enable him to make the statements or give the opinions contained or expressed therein.

Evidence and Authority to Trustee. The Purchaser and the Parent (a) Rockford, Callco and/or Subco shall furnish to the Trustee evidence of compliance with the conditions provided for in this Agreement relating to any action or step required or permitted to be taken by the Purchaser Rockford, Callco and/or the Parent for Subco or the Trustee under this Agreement or as a result of any obligation imposed under this Agreement includingAgreement, without limitation, including in respect of the Insolvency Voting Rights, the Exchange Right or the Automatic Exchange Rights Right and the taking of any other action to be taken by the Trustee at the request of or on the application of the Purchaser and the Parent forthwith Rockford, Callco and/or Subco promptly if and when: (ai) such evidence is required by any other section of this Agreement to be furnished to the Trustee in accordance with the terms of this Section 7.96.9; or (bii) the Trustee, in the exercise of its rights, powers, duties and authorities under this Agreement, gives the Purchaser Rockford, Callco and/or the Parent Subco written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice. . (b) Such evidence shall consist of an Officer's ’s Certificate of the Purchaser Rockford, Callco and/or the Parent, Subco or a statutory declaration or a certificate made by persons entitled to sign an Officer's ’s Certificate stating that any such condition has been complied with in accordance with the terms of this Agreement. . (c) Whenever such evidence relates to a matter other than the Voting Rights, Rights or the Insolvency Exchange Right or the Automatic Exchange Rights andRight or the taking of any other action to be taken by the Trustee at the request or on the application of Rockford, Callco and/or Subco, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, attorney, auditor, accountant, appraiser, valuer, engineer valuer or other expert or any other person whose qualifications give authority to a statement made by himsuch person; provided, provided however, that if such a report or opinion is furnished by a director, officer or employee of the Purchaser Rockford, Callco and/or the Parent Subco it shall be in the form of an Officer's ’s Certificate or a statutory declaration. . (d) Each Officer’s Certificate, statutory declaration, certificate, opinion, report or other paper or document opinion furnished to the Trustee as evidence of compliance with a condition provided for in this Agreement shall include a statement by the person giving the evidence: (ai) declaring that he such person has read and understands the provisions of this Agreement relating to the condition in question; (bii) describing the nature and scope of the examination or investigation upon which he such person based the Officer’s Certificate, statutory declaration, certificate, statement report or opinion; and (ciii) declaring that he such person has made such examination or investigation as he such person believes is necessary to enable him such person to make the statements or give the opinions contained or expressed therein.

Evidence and Authority to Trustee. The Purchaser and To the Parent shall extent ServiceSoft Canada and/or ServiceSoft are required to furnish to the Trustee evidence of compliance with the conditions provided for in this Agreement relating to any action or step required or permitted to be taken by the Purchaser ServiceSoft Canada and/or the Parent for ServiceSoft or the Trustee under this Agreement or as a result of any obligation imposed under this Agreement Agreement, including, without limitation, in respect of the Insolvency Voting Rights or the Exchange Right or the Automatic Exchange Rights Rights, and the taking of any other action to be taken by the Trustee at the request of or on the application of the Purchaser and the Parent forthwith if and when: (a) ServiceSoft Canada and/or ServiceSoft, such evidence is required by any other section of this Agreement to be furnished to the Trustee in accordance with the terms of this Section 7.9; or (b) the Trustee, in the exercise of its rights, powers, duties and authorities under this Agreement, gives the Purchaser and/or the Parent written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice. Such evidence shall consist of an Officer's Certificate of ServiceSoft Canada and/or ServiceSoft, as the Purchaser and/or the Parentcase may be, or a statutory declaration or a certificate made by persons entitled to sign an Officer's Certificate stating that any such condition has been complied with in accordance with the terms of this Agreement. Whenever such evidence relates to a matter other than the Voting Rights, Rights or the Insolvency Exchange Right Rights or the Automatic Exchange Rights and, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, auditor, accountant, appraiser, valuer, engineer or other expert or any other person whose qualifications give authority to a statement made by him, provided that if such report or opinion is furnished by a director, officer or employee of the Purchaser ServiceSoft Canada and/or the Parent ServiceSoft it shall be in the form of an Officer's Certificate or a statutory declaration. Each statutory declaration, certificate, opinion, opinion or report or other paper or document furnished to the Trustee as evidence of compliance with a condition provided for in this Agreement or as the Trustee may otherwise request shall include a statement by the person giving the evidence: (a) declaring that he has read and understands the provisions of this Agreement relating to the condition in question; (b) describing the nature and scope of the examination or investigation upon which he based the statutory declaration, certificate, statement or opinion; and (c) declaring that the he has made such examination or investigation as he believes is necessary to enable him to make the statements or give the opinions contained or expressed therein.

Evidence and Authority to Trustee. The Purchaser and the Parent Duke Energy and/or Exchangeco shall furnish to the Trustee evidence of compliance with the conditions provided for in this Agreement relating to any action or step required or permitted to be taken by the Purchaser Duke Energy and/or the Parent for Exchangeco or the Trustee under this Agreement or as a result of any obligation imposed under this Agreement includingAgreement, without limitation, including in respect of the Insolvency Voting Rights or the Exchange Right or the Automatic Exchange Rights and the taking of any other action to be taken by the Trustee at the request of or on the application of the Purchaser and the Parent forthwith Duke Energy and/or Exchangeco promptly if and when:: -22- VOTING AND EXCHANGE TRUST AGREEMENT 160 (a) such evidence is required by any other section of this Agreement to be furnished to the Trustee in accordance with the terms of this Section 7.96.9; or (b) the Trustee, in the exercise of its rights, powers, duties and authorities under this Agreement, gives the Purchaser Duke Energy and/or the Parent Exchangeco written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice. Such evidence shall consist of an Officer's Certificate of the Purchaser Duke Energy and/or the Parent, Exchangeco or a statutory declaration or a certificate made by persons entitled to sign an Officer's Certificate stating that any such condition has been complied with in accordance with the terms of this Agreement. Whenever such evidence relates to a matter other than the Voting Rights, Rights or the Insolvency Exchange Right or the Automatic Exchange Rights andor the taking of any other action to be taken by the Trustee at the request or on the application of Duke Energy and/or Exchangeco, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, attorney, auditor, accountant, appraiser, valuer, engineer or other expert or any other person whose qualifications give authority to a statement made by him, provided that if such report or opinion is furnished by a director, officer or employee of the Purchaser Duke Energy and/or the Parent Exchangeco it shall be in the form of an Officer's Certificate or a statutory declaration. Each statutory declaration, certificateOfficer's Certificate, opinion, opinion or report or other paper or document furnished to the Trustee as evidence of compliance with a condition provided for in this Agreement shall include a statement by the person giving the evidence: (ac) declaring that he such person has read and understands the provisions of this Agreement relating to the condition in question; (bd) describing the nature and scope of the examination or investigation upon which he such person based the statutory declaration, certificate, statement or opinion; and (ce) declaring that he such person has made such examination or investigation as he such person believes is necessary to enable him such person to make the statements or give the opinions contained or expressed therein.

Evidence and Authority to Trustee. The Purchaser and the Parent Acquiror and/or Canco shall furnish to the Trustee evidence of compliance with the conditions provided for in this Agreement relating to any action or step required or permitted to be taken by the Purchaser Acquiror and/or the Parent for Canco or the Trustee under this Agreement or as a result of any obligation imposed under this Agreement includingAgreement, without limitation, including in respect of the Insolvency Voting Rights or the Exchange Right or the Automatic Exchange Rights and the taking of any other action to be taken by the Trustee at the request of or on the application of the Purchaser and the Parent forthwith Acquiror and/or Canco promptly if and when: (a) such evidence is required by any other section of this Agreement to be furnished to the Trustee in accordance with the terms of this Section 7.96.9; or (b) the Trustee, in the exercise of its rights, powers, duties and authorities under this Agreement, gives the Purchaser Acquiror and/or the Parent Canco written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice. Such evidence shall consist of an Officerofficer's Certificate of the Purchaser Acquiror and/or the Parent, Canco or a statutory declaration or a certificate made by persons entitled to sign an Officer's Certificate stating that any such condition has been complied with in accordance with the terms of this Agreement. Whenever such evidence relates to a matter other than the Voting Rights, Rights or the Insolvency Exchange Right or the Automatic Exchange Rights andor the taking of any other action to be taken by the Trustee at the request or on the application of Acquiror and/or Canco, and except as otherwise specifically provided herein, such F-16 evidence may consist of a report or opinion of any solicitor, attorney, auditor, accountant, appraiser, valuer, engineer or other expert or any other person whose qualifications give authority to a statement made by him, provided that if such report or opinion is furnished by a director, officer or employee of the Purchaser Acquiror and/or the Parent Canco it shall be in the form of an Officer's Certificate or a statutory declaration. Each statutory declaration, certificateOfficer's Certificate, opinion, opinion or report or other paper or document furnished to the Trustee as evidence of compliance with a condition provided for in this Agreement shall include a statement by the person giving the evidence: (a) declaring that he such person has read and understands the provisions of this Agreement relating to the condition in question; (b) describing the nature and scope of the examination or investigation upon which he such person based the statutory declaration, certificate, statement or opinion; and (c) declaring that he such person has made such examination or investigation as he such person believes is necessary to enable him such person to make the statements or give the opinions contained or expressed therein.

Evidence and Authority to Trustee. The Purchaser and the Parent (1) Coeur and/or Acquisitionco shall furnish to the Trustee evidence of compliance with the conditions provided for in this Agreement agreement relating to any action or step required or permitted to be taken by the Purchaser Coeur, Coeur ULC and/or the Parent for Acquisitionco or the Trustee under this Agreement agreement or as a result of any obligation imposed under this Agreement agreement, including, without limitation, in respect of the Insolvency Voting Rights or the Exchange Right or the Automatic Exchange Rights and the taking of any other action to be taken by the Trustee at the request of or on the application of the Purchaser and the Parent Coeur and/or Acquisitionco forthwith if and when: (a) such evidence is required by any other section of this Agreement agreement to be furnished to the Trustee in accordance with the terms of this Section 7.9; or (b) the Trustee, in the exercise of its rights, powers, duties and authorities under this Agreementagreement, gives the Purchaser Coeur and/or the Parent Acquisitionco written notice requiring it to furnish such evidence in relation to any particular action or obligation or matter specified in such notice. . (2) Such evidence shall consist of an Officer's Certificate of the Purchaser Coeur and/or the Parent, Acquisitionco or a statutory declaration or a certificate made by persons entitled to sign an Officer's Certificate stating that any such condition has been complied with in accordance with the terms of this Agreement. agreement. (3) Whenever such evidence relates to a matter other than the Voting Rights, the Insolvency Exchange Right Rights or the Automatic Exchange Rights andRight, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, attorney, auditor, accountant, appraiser, valuer, engineer valuer or other expert or any other person whose qualifications give authority to a statement made by himsuch person, provided that if such report or opinion is furnished by a director, officer or employee of the Purchaser Coeur and/or the Parent Acquisitionco it shall be in the form of an Officer's Certificate or a statutory declaration. . (4) Each statutory declaration, certificateOfficer's Certificate, opinion, opinion or report or other paper or document furnished to the Trustee as evidence of compliance with a condition provided for in this Agreement agreement shall include a statement by the person giving the evidence: (a) declaring that he such person has read and understands the provisions of this Agreement agreement relating to the condition in question; (b) describing the nature and scope of the examination or investigation upon which he such person based the statutory declaration, certificate, statement or opinion; and (c) declaring that he such person has made such examination or investigation as he such person believes is necessary to enable him them to make the statements or give the opinions contained or expressed therein.

Evidence and Authority to Trustee. The Purchaser and the Parent Corporation or PASW or both shall furnish to the Trustee evidence of compliance with the conditions provided for in this Agreement relating to any action or step required or permitted to be taken by the Purchaser and/or the Parent for Corporation or PASW (or both) or the Trustee under this Agreement or as a result of any obligation imposed under this Agreement Agreement, including, without limitation, in respect of the Insolvency Exchange Right or the Automatic Exchange Voting Rights and the taking of any other action to be taken by the Trustee at the request of or on the application of the Purchaser and the Parent Corporation or PASW (or both) forthwith if and when: (a) such evidence is required by any other section of this Agreement to be furnished to the Trustee in accordance with the terms of this Section 7.9section 6.9; or (b) the Trustee, in the exercise of its rights, powers, duties and authorities under this Agreement, gives the Purchaser and/or the Parent Corporation or PASW or both written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice. Such evidence shall consist of an Officer's ’s Certificate of the Purchaser and/or the ParentCorporation or PASW or both, or a statutory declaration or a certificate made by persons entitled to sign an Officer's ’s Certificate stating that any such condition has been complied with in accordance with the terms of this Agreement. Whenever such evidence relates to a matter other than the Voting Rights, the Insolvency Exchange Right or the Automatic Exchange Rights and, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, auditor, accountant, appraiser, valuer, engineer or other expert or any other person whose qualifications give authority to a statement made by him, provided that if such report or opinion is furnished by a director, officer or employee of the Purchaser and/or the Parent Corporation or PASW it shall be in the form of an Officer's ’s Certificate or a statutory declaration. Each statutory declaration, certificate, opinion, opinion or report or other paper or document furnished to the Trustee as evidence of compliance with a condition provided for in this Agreement shall include a statement by the person giving the evidence: (ac) declaring that he has read and understands the provisions of this Agreement relating to the condition in question; (bd) describing the nature and scope of the examination or investigation upon which he based the statutory declaration, certificate, statement or opinion; and (ce) declaring that he has made such examination or investigation as he believes is necessary to enable him to make the statements or give the opinions contained or expressed therein.

Evidence and Authority to Trustee. The Purchaser and the Parent (1) United Royale and/or Canco shall furnish to the Trustee evidence of compliance with the conditions provided for in this Agreement agreement relating to any action or step required or permitted to be taken by the Purchaser United Royale and/or the Parent for Canco or the Trustee under this Agreement agreement or as a result of any obligation imposed under this Agreement includingagreement, without limitation, including in respect of the Insolvency Voting Rights or the Automatic Exchange Right or the Automatic Exchange Rights Right and the taking of any other action to be taken by the Trustee at the request of or on the application of the Purchaser and the Parent forthwith United Royale and/or Canco promptly if and when: (a) such evidence is required by any other section of this Agreement agreement to be furnished to the Trustee in accordance with the terms of this Section 7.96.7; or (b) the Trustee, in the exercise of its rights, powers, duties and authorities under this Agreementagreement, gives the Purchaser United Royale and/or the Parent Canco written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice. . (2) Such evidence shall consist of an Officer's ’s Certificate of the Purchaser United Royale and/or the Parent, Canco or a statutory declaration or a certificate made by persons entitled to sign an Officer's ’s Certificate stating that any such condition has been complied with in accordance with the terms of this Agreement. agreement. (3) Whenever such evidence relates to a matter other than the Voting Rights, Rights or the Insolvency Automatic Exchange Right or the Automatic Exchange Rights andRight or the taking of any other action to be taken by the Trustee at the request or on the application of United Royale and/or Canco, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, attorney, auditor, accountant, appraiser, valuer, engineer valuer or other expert or any other person whose qualifications give authority to a statement made by him, provided that if such report or opinion is furnished by a director, officer or employee of the Purchaser United Royale and/or the Parent Canco it shall be in the form of an Officer's ’s Certificate or a statutory declaration. . (4) Each statutory declaration, certificateOfficer’s Certificate, opinion, opinion or report or other paper or document furnished to the Trustee as evidence of compliance with a condition provided for in this Agreement agreement shall include a statement by the person giving the evidence: (a) declaring that he has read and understands the provisions of this Agreement agreement relating to the condition in question; (b) describing the nature and scope of the examination or investigation upon which he based the statutory declaration, certificate, statement or opinion; and (c) declaring that he has made such examination or investigation as he believes is necessary to enable him to make the statements or give the opinions contained or expressed therein.

Evidence and Authority to Trustee. The Purchaser and the Parent Cableshare and/or Source shall furnish to the Trustee evidence of compliance with the conditions provided for in this Agreement trust agreement relating to any action or step required or permitted to be taken by the Purchaser Cableshare and/or the Parent for Source or the Trustee under this Agreement trust agreement or as a result of any obligation imposed under this Agreement trust agreement, including, without limitation, in respect of the Insolvency Voting Rights or the Exchange Right or the Automatic Exchange Rights and the taking of any other action to be taken by the Trustee at as the request of or on the application of the Purchaser and the Parent Cableshare and/or Source forthwith if and when: : (a) such evidence is required by any other section of this Agreement trust agreement to be furnished to the Trustee in accordance with the terms of this Section section 7.9; or or (b) the Trustee, in the exercise of its rights, powers, duties and authorities under this Agreementtrust agreement, gives the Purchaser Cableshare and/or the Parent Source written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice. Such evidence shall consist of an Officer's Certificate of the Purchaser Cableshare and/or the Parent, Source or a statutory declaration or a certificate made by persons entitled to sign an Officer's Certificate stating that any such condition has been complied with in accordance with the terms of this Agreementtrust agreement. Whenever such evidence relates to a matter other than the Voting Rights, Rights or the Insolvency Exchange Right or the Automatic Exchange Rights andor the taking of any other action to be taken by the Trustee at the request or on the application of Cableshare and/or Source, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, auditor, accountant, appraiser, valuer, engineer or other expert or any other person whose qualifications give authority to a statement made by him, provided that if such report or opinion is furnished by a director, officer or employee of the Purchaser Cableshare and/or the Parent Source it shall be in the form of an Officer's Certificate or a statutory declaration. Each statutory declaration, certificate, opinion, opinion or report or other paper or document furnished to the Trustee as evidence of compliance with a condition provided for in this Agreement trust agreement shall include a statement by the person giving the evidence: : (a) declaring that he has read and understands the provisions of this Agreement trust agreement relating to the condition in question; ; (b) describing the nature and scope of the examination or investigation upon which he based the statutory declaration, certificate, statement or opinion; and and (c) declaring that he has made such examination or investigation as he believes is necessary to enable him to make the statements or give the opinions contained or expressed thereinherein.

Evidence and Authority to Trustee. The Purchaser and the Parent TMW, Canco and/or MG shall furnish to the Trustee evidence of compliance with the conditions provided for in this Agreement relating to any action or step required or permitted to be taken by the Purchaser TMW, Canco and/or the Parent for MG or the Trustee under this Agreement or as a result of any obligation imposed under this Agreement Agreement, including, without limitation, in respect of the Insolvency Exchange Right or the Automatic Exchange Voting Rights and the taking of any other action to be taken by the Trustee at the request of or on the application of the Purchaser and the Parent TMW, Canco and/or MG forthwith if and when: (a) such evidence is required by any other section of this Agreement to be furnished to the Trustee in accordance with the terms of this Section 7.9; or (b) the Trustee, in the exercise of its rights, powers, duties and authorities under this Agreement, gives the Purchaser TMW, Canco and/or the Parent MG written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice. Such evidence shall consist of an Officer's Certificate of the Purchaser TMW, Canco and/or the Parent, MG or a statutory declaration or a certificate made by persons entitled to sign an Officer's Certificate stating that any such condition has been complied with in accordance with the terms of this Agreement. Whenever such evidence relates to a matter other than the Voting Rights, the Insolvency Exchange Right or the Automatic Exchange Rights and, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, auditor, accountant, appraiser, valuer, engineer or other expert or any other person whose qualifications give authority to a statement made by him, provided that if such report or opinion is furnished by a director, officer or employee of the Purchaser TMW, Canco and/or the Parent MG it shall be in the form of an Officer's Certificate or a statutory declaration. Each statutory declaration, certificate, opinion, opinion or report or other paper or document furnished to the Trustee as evidence of compliance with a condition provided for in this Agreement shall include a statement by the person giving the evidence: (ai) declaring that he has read and understands the provisions of this Agreement relating to the condition in question; (bii) describing the nature and scope of the examination or investigation upon which he based the statutory declaration, certificate, statement or opinion; and (ciii) declaring that he has made such examination or investigation as he believes is necessary to enable him to make the statements or give the opinions contained or expressed therein.

Evidence and Authority to Trustee. The Purchaser and the Parent Weyerhaeuser and/or Weysub shall furnish to the Trustee evidence of compliance with the conditions provided for in this Agreement relating to any action or step required or permitted to be taken by the Purchaser Weyerhaeuser and/or the Parent for Weysub or the Trustee under this Agreement or as a result of any obligation imposed under this Agreement Agreement, including, without limitation, in respect of the Insolvency Voting Rights or the Exchange Right or the Automatic Exchange Rights and the taking of any other action to be taken by the Trustee at the request of or on the application of the Purchaser and the Parent forthwith Weyerhaeuser and/or Weysub promptly if and when: (a) such evidence is required by any other section of this Agreement to be furnished to the Trustee in accordance with the terms of this Section section 7.9; or (b) the Trustee, in the exercise of its rights, powers, duties and authorities under this Agreement, gives the Purchaser Weyerhaeuser and/or the Parent Weysub written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice. Such evidence shall consist of an Officer's Certificate of the Purchaser Weyerhaeuser and/or the Parent, Weysub or a statutory declaration or a certificate made by persons entitled to sign an Officer's Certificate stating that any such condition has been complied with in accordance with the terms of this Agreement. Whenever such evidence relates to a matter other than the Voting Rights, Rights or the Insolvency Exchange Right or the Automatic Exchange Rights andor the taking of any other action to be taken by the Trustee at the request or on the application of Weyerhaeuser and/or Weysub, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, attorney, auditor, accountant, appraiser, valuer, engineer or other expert or any other person whose qualifications give authority to a statement made by him, provided that if such report or opinion is furnished by a director, officer or employee of the Purchaser Weyerhaeuser and/or the Parent Weysub it shall be in the form of an Officer's Certificate or a statutory declaration. Each statutory declaration, certificateOfficer's Certificate, opinion, opinion or report or other paper or document furnished to the Trustee as evidence of compliance with a condition provided for in this Agreement shall include a statement by the person giving the evidence: (ac) declaring that he has read and understands the provisions of this Agreement relating to the condition in question; (bd) describing the nature and scope of the examination or investigation upon which he based the statutory declaration, certificate, statement or opinion; and (ce) declaring that he has made such examination or investigation as he believes is necessary to enable him to make the statements or give the opinions contained or expressed therein.

Evidence and Authority to Trustee. The Purchaser and the Parent Duke Energy and/or Exchangeco shall furnish to the Trustee evidence of compliance with the conditions provided for in this Agreement relating to any action or step required or permitted to be taken by the Purchaser Duke Energy and/or the Parent for Exchangeco or the Trustee under this Agreement or as a result of any obligation imposed under this Agreement includingAgreement, without limitation, including in respect of the Insolvency Voting Rights or the Exchange Right or the Automatic Exchange Rights and the taking of any other action to be taken by the Trustee at the request of or on the application of the Purchaser and the Parent forthwith Duke Energy and/or Exchangeco promptly if and when: (a) such evidence is required by any other section of this Agreement to be furnished to the Trustee in accordance with the terms of this Section 7.96.9; or (b) the Trustee, in the exercise of its rights, powers, duties and authorities under this Agreement, gives the Purchaser Duke Energy and/or the Parent Exchangeco written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice. Such evidence shall consist of an Officer's Certificate of the Purchaser Duke Energy and/or the Parent, Exchangeco or a statutory declaration or a certificate made by persons entitled to sign an Officer's Certificate stating that any such condition has been complied with in accordance with the terms of this Agreement. Whenever such evidence relates to a matter other than the Voting Rights, Rights or the Insolvency Exchange Right or the Automatic Exchange Rights andor the taking of any other action to be taken by the Trustee at the request or on the application of Duke Energy and/or Exchangeco, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, attorney, auditor, accountant, appraiser, valuer, engineer or other expert or any other person whose qualifications give authority to a statement made by him, provided that if such -22- VOTING AND EXCHANGE TRUST AGREEMENT report or opinion is furnished by a director, officer or employee of the Purchaser Duke Energy and/or the Parent Exchangeco it shall be in the form of an Officer's Certificate or a statutory declaration. Each statutory declaration, certificateOfficer's Certificate, opinion, opinion or report or other paper or document furnished to the Trustee as evidence of compliance with a condition provided for in this Agreement shall include a statement by the person giving the evidence: (ac) declaring that he such person has read and understands the provisions of this Agreement relating to the condition in question; (bd) describing the nature and scope of the examination or investigation upon which he such person based the statutory declaration, certificate, statement or opinion; and (ce) declaring that he such person has made such examination or investigation as he such person believes is necessary to enable him such person to make the statements or give the opinions contained or expressed therein.

Evidence and Authority to Trustee. The Purchaser and the Parent ITI and/or EduTrek shall furnish to the Trustee evidence of compliance with the conditions provided for in this Agreement agreement relating to any action or step required or permitted to be taken by the Purchaser ITI and/or the Parent for EduTrek or the Trustee under this Agreement agreement or as a result of any obligation imposed under this Agreement agreement, including, without limitation, in respect of the Insolvency Voting Rights or the Exchange Put Right, the Exchange Right or the Automatic Exchange Rights and the taking of any other action to be taken by the Trustee at the request of or on the application of the Purchaser and the Parent ITI and/or EduTrek forthwith if and when: (a) such evidence is required by any other section of this Agreement agreement to be furnished to the Trustee in accordance with the terms of this Section 7.9; or (b) the Trustee, in the exercise of its rights, powers, duties and authorities under this Agreementagreement, gives the Purchaser ITI and/or the Parent EduTrek written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice. Such evidence shall consist of an Officer's Certificate of the Purchaser ITI and/or the Parent, EduTrek or a statutory declaration or a certificate made by persons entitled to sign an Officer's Certificate stating that any such condition has been complied with in accordance with the terms of this Agreementagreement. Whenever such evidence relates to a matter other than the Voting RightsRights or the Exchange Put Right, the Insolvency Exchange Right or the Automatic Exchange Rights andRights, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, auditor, accountant, appraiser, valuer, engineer or other expert or any other person whose qualifications give authority to a statement made by him, provided that if such report or opinion is furnished by a director, officer or employee of the Purchaser ITI and/or the Parent EduTrek it shall be in the form of an Officer's Certificate or a statutory declaration. Each statutory declaration, certificate, opinion, opinion or report or other paper or document furnished to the Trustee as evidence of compliance with a condition provided for in this Agreement agreement shall include a statement by the person giving the evidence: (ai) declaring that he has read and understands the provisions of this Agreement agreement relating to the condition in question;, (bii) describing the nature and scope of the examination or investigation upon which he based the statutory declaration, certificate, statement or opinion; and (ciii) declaring that he has made such examination or investigation as he believes is necessary to enable him to make the statements or give the opinions contained or expressed therein.

Evidence and Authority to Trustee. (a) The Purchaser and the Parent Parent, Callco and/or Exchangeco shall furnish to the Trustee evidence of compliance with the conditions provided for in this Agreement relating to any action or step required or permitted to be taken by the Purchaser Parent, Callco and/or the Parent for Exchangeco or the Trustee under this Agreement or as a result of any obligation imposed under this Agreement includingAgreement, without limitation, including in respect of the Insolvency Voting Rights, the Exchange Right or the Automatic Exchange Rights Right and the taking of any other action to be taken by the Trustee at the request of or on the application of the Purchaser and the Parent forthwith Parent, Callco and/or Exchangeco promptly if and when: (ai) such evidence is required by any other section of this Agreement to be furnished to the Trustee in accordance with the terms of this Section 7.96.8; or (bii) the Trustee, in the exercise of its rights, powers, duties and authorities under this Agreement, gives the Purchaser Parent, Callco and/or the Parent Exchangeco written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice. . (b) Such evidence shall consist of an Officer's Certificate of the Purchaser and/or the Parent, Callco and/or Exchangeco or a statutory declaration or a certificate made by persons entitled to sign an Officer's Certificate stating that any such condition has been complied with in accordance with the terms of this Agreement. . (c) Whenever such evidence relates to a matter other than the Voting Rights, Rights or the Insolvency Exchange Right or the Automatic Exchange Rights andRight or the taking of any other action to be taken by the Trustee at the request or on the application of the Parent, Callco and/or Exchangeco, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, attorney, auditor, accountant, appraiser, valuer, engineer valuer or other expert or any other person whose qualifications give authority to a statement made by himsuch person; provided, provided however, that if such report or opinion is furnished by a director, officer or employee of the Purchaser Parent, Callco and/or the Parent Exchangeco it shall be in the form of an Officer's Certificate or a statutory declaration. WSLegal\073132\00009\12677454v12 (d) Each statutory declaration, certificateOfficer's Certificate, opinion, opinion or report or other paper or document furnished to the Trustee as evidence of compliance with a condition provided for in this Agreement shall include a statement by the person giving the evidence: (ai) declaring that he such person has read and understands the provisions of this Agreement relating to the condition in question; (bii) describing the nature and scope of the examination or investigation upon which he such person based the statutory declaration, certificate, statement or opinion; and (ciii) declaring that he such person has made such examination or investigation as he such person believes is necessary to enable him such person to make the statements or give the opinions contained or expressed therein.

Evidence and Authority to Trustee. The Purchaser and the Acquisition Sub and/or Parent shall furnish to the Trustee evidence of compliance with the conditions provided for in this Agreement relating to any action or step required or permitted to be taken by the Purchaser Acquisition Sub and/or the Parent for or the Trustee under this Agreement or as a result of any obligation imposed under this Agreement Agreement, including, without limitation, in respect of the Insolvency Voting Rights, the Exchange Right or the Automatic Exchange Rights and the taking of any other action to be taken by the Trustee at the request of or on the application of the Purchaser and the Acquisition Sub and/or Parent forthwith if and when: (a) such evidence is required by any other section of this Agreement to be furnished to the Trustee in accordance with the terms of this Section 7.9section 6.9; or (b) the Trustee, in the exercise of its rights, powers, duties and authorities under this Agreement, gives the Purchaser Acquisition Sub and/or the Parent written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice. Such evidence shall consist of an Officer's Certificate of the Purchaser Acquisition Sub and/or the Parent, Parent or a statutory declaration or a certificate made by persons entitled to sign an Officer's Certificate stating that any such condition has been complied with in accordance with the terms of this Agreement. Whenever such evidence relates to a matter other than the Voting Rights, the Insolvency Exchange Right or the Automatic Exchange Rights andRights, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, auditor, accountant, appraiser, valuer, engineer or other expert or any other person whose qualifications give authority to a statement made by him, provided that if such report or opinion is furnished by a director, officer or employee of the Purchaser Acquisition Sub and/or the Parent it shall be in the form of an Officer's Certificate or a statutory declaration. Each statutory declaration, certificate, opinion, opinion or report or other paper or document furnished to the Trustee as evidence of compliance with a condition provided for in this Agreement shall include a statement by the person giving the evidence: (a) declaring that he has read and understands the provisions of this Agreement relating to the condition in question; (b) describing the nature and scope of the examination or investigation upon which he based the statutory declaration, certificate, statement or opinion; and (c) declaring that he has made such examination or investigation as he believes is necessary to enable him to make the statements or give the opinions contained or expressed therein.

Evidence and Authority to Trustee. The Purchaser and the Parent (1) D-Wave Quantum, CallCo and/or ExchangeCo shall furnish to the Trustee evidence of compliance with the conditions provided for in this Agreement relating to any action or step required or permitted to be taken by the Purchaser D-Wave Quantum, CallCo and/or the Parent for ExchangeCo or the Trustee under this Agreement or as a result of any obligation imposed under this Agreement includingAgreement, without limitation, including in respect of the Insolvency Voting Rights, the Exchange Right or the Automatic Exchange Rights Right and the taking of any other action to be taken by the Trustee at the request of or on the application of the Purchaser and the Parent forthwith D-Wave Quantum, CallCo and/or ExchangeCo promptly if and when: (a) such evidence is required by any other section Section of this Agreement to be furnished to the Trustee in accordance with the terms of this Section 7.9; or (b) the Trustee, in the exercise of its rights, powers, duties and authorities under this Agreement, gives the Purchaser D-Wave Quantum, CallCo and/or the Parent ExchangeCo written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice. . (2) Such evidence shall consist of an Officer's ’s Certificate of the Purchaser D-Wave Quantum, CallCo and/or the Parent, ExchangeCo or a statutory declaration or a certificate made by persons entitled to sign an Officer's ’s Certificate stating that any such condition has been complied with in accordance with the terms of this Agreement. . (3) Whenever such evidence relates to a matter other than the Voting Rights, Rights or the Insolvency Exchange Right or the Automatic Exchange Rights andRight or the taking of any other action to be taken by the Trustee at the request or on the application of D-Wave Quantum, CallCo and/or ExchangeCo, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, attorney, auditor, accountant, appraiser, valuer, engineer valuer or other expert or any other person whose qualifications give authority to a statement made by himsuch person; provided, provided however, that if such report or opinion is furnished by a director, officer or employee of the Purchaser D-Wave Quantum, CallCo and/or the Parent ExchangeCo it shall be in the form of an Officer's ’s Certificate or a statutory declaration. . (4) Each statutory declaration, certificateOfficer’s Certificate, opinion, opinion or report or other paper or document furnished to the Trustee as evidence of compliance with a condition provided for in this Agreement shall include a statement by the person giving the evidence: (a) declaring that he such person has read and understands the provisions of this Agreement relating to the condition in question; (b) describing the nature and scope of the examination or investigation upon which he such person based the statutory declaration, certificate, statement or opinion; and (c) declaring that he such person has made such examination or investigation as he such person believes is necessary to enable him such person to make the statements or give the opinions contained or expressed therein.

Evidence and Authority to Trustee. (a) The Purchaser and the Parent Company shall furnish to the Trustee evidence of compliance with the conditions precedent provided for in this Agreement Note Indenture relating to any action or step required or permitted to be taken by the Purchaser and/or the Parent for Company or the Trustee under this Agreement Note Indenture or as a result of any obligation imposed under this Agreement includingNote Indenture, including without limitation, in respect the certification and delivery of Notes hereunder, the Insolvency Exchange Right or the Automatic Exchange Rights satisfaction and discharge of this Note Indenture and the taking of any other action to be taken by the Trustee at the request of or on the application of the Purchaser and the Parent Company, forthwith if and when: when (ai) such evidence is required by any other section provision of this Agreement Note Indenture, to be furnished to by the Trustee in accordance with the terms of this Section 7.9; or 11.5 or (bii) the Trustee, in the exercise of its rights, powers, rights and duties and authorities under this AgreementNote Indenture, gives the Purchaser and/or the Parent Company written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice. . (b) Such evidence shall consist of an Officer's of: (i) a Certificate of the Purchaser and/or the Parent, a statutory declaration or a certificate made by persons entitled to sign an Officer's Certificate Company stating that any such condition precedent has been complied with in accordance with the terms of this Agreement. Note Indenture; (ii) in the case of a condition precedent for which compliance is, by the terms of this Note Indenture, made subject to review or examination by a solicitor, an opinion of Counsel that such condition precedent has been complied with in accordance with the terms of this Note Indenture; and (iii) in the case of any such condition precedent for which compliance is subject to review or examination by auditors or accountants, an opinion or report of the Auditors of the Company whom the Trustee for such purposes hereby approves, that such condition precedent has been complied with in accordance with the terms of this Note Indenture. (c) Whenever such evidence relates to a matter other than the Voting Rightscertification and delivery of Notes and the satisfaction and discharge of this Note Indenture, the Insolvency Exchange Right or the Automatic Exchange Rights and, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, auditor, accountant, appraiser, valuer, engineer or other expert appraiser or any other person whose qualifications give authority to a statement made by him, provided that if such report or opinion is furnished by a directorDirector, officer or employee of the Purchaser and/or the Parent Company it shall be in the form of an Officer's Certificate or a statutory declaration. Such evidence shall be, so far as appropriate, in accordance with paragraph (b) above. (d) Each statutory declaration, certificate, opinion, opinion or report or other paper or document furnished with respect to the Trustee as evidence of compliance with a condition precedent provided for in this Agreement Note Indenture shall include (i) a statement by the person giving the evidence: (a) declaring evidence that he such person has read and understands the is familiar with those provisions of this Agreement Note Indenture relating to the condition precedent in question; , (bii) describing a brief statement of the nature and scope of the examination or investigation upon which he based the statutory declarationstatements or opinions contained in such evidence are based, certificate(iii) a statement that in the belief of the person giving such evidence, statement or opinion; and (c) declaring that he has made such examination or investigation as he believes is necessary to enable him such person to make the statements or give the opinions contained or expressed thereintherein and (iv) a statement whether in the opinion of such person the conditions precedent in question have been complied with or satisfied.

Evidence and Authority to Trustee. The Purchaser and the Parent (1) RTO Acquiror and/or Canco shall furnish to the Trustee evidence of compliance with the conditions provided for in this Agreement agreement relating to any action or step required or permitted to be taken by the Purchaser RTO Acquiror and/or the Parent for Canco or the Trustee under this Agreement agreement or as a result of any obligation imposed under this Agreement includingagreement, without limitation, including in respect of the Insolvency Voting Rights or the Automatic Exchange Right or the Automatic Exchange Rights Right and the taking of any other action to be taken by the Trustee at the request of or on the application of the Purchaser and the Parent forthwith RTO Acquiror and/or Canco promptly if and when: (a) such evidence is required by any other section of this Agreement agreement to be furnished to the Trustee in accordance with the terms of this Section 7.96.9; or (b) the Trustee, in the exercise of its rights, powers, duties and authorities under this Agreementagreement, gives the Purchaser RTO Acquiror and/or the Parent Canco written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice. . (2) Such evidence shall consist of an Officer's ’s Certificate of the Purchaser RTO Acquiror and/or the Parent, Canco or a statutory declaration or a certificate made by persons entitled to sign an Officer's ’s Certificate stating that any such condition has been complied with in accordance with the terms of this Agreement. agreement. (3) Whenever such evidence relates to a matter other than the Voting Rights, Rights or the Insolvency Automatic Exchange Right or the Automatic Exchange Rights andRight or the taking of any other action to be taken by the Trustee at the request or on the application of RTO Acquiror and/or Canco, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, attorney, auditor, accountant, appraiser, valuer, engineer valuer or other expert or any other person whose qualifications give authority to a statement made by him, provided that if such report or opinion is furnished by a director, officer or employee of the Purchaser RTO Acquiror and/or the Parent Canco it shall be in the form of an Officer's ’s Certificate or a statutory declaration. 131129481189884.0v04003/109954461.4 -29- (4) Each statutory declaration, certificateOfficer’s Certificate, opinion, opinion or report or other paper or document furnished to the Trustee as evidence of compliance with a condition provided for in this Agreement agreement shall include a statement by the person giving the evidence: (a) declaring that he has read and understands the provisions of this Agreement agreement relating to the condition in question; (b) describing the nature and scope of the examination or investigation upon which he based the statutory declaration, certificate, statement or opinion; and (c) declaring that he has made such examination or investigation as he believes is necessary to enable him to make the statements or give the opinions contained or expressed therein.

Evidence and Authority to Trustee. The Purchaser and Corporation and/or the Parent shall furnish to the Trustee evidence of compliance with the conditions provided for in this Agreement trust agreement relating to any action or step required or permitted to be taken by the Purchaser Corporation and/or the Parent for the Trustee under this Agreement trust agreement or as a result of any obligation imposed on the Corporation or the Parent under this Agreement trust agreement, including, without limitation, in respect of the Insolvency Voting Rights or the Exchange Right or the Automatic Exchange Rights and the taking of any other action to be taken by the Trustee at the request of or on the application of the Purchaser and Corporation and/or the Parent forthwith if and when: (a) such evidence is required by any other section of this Agreement trust agreement to be furnished to the Trustee in accordance with the terms of this Section 7.9; or (b) the Trustee, in the exercise of its rights, powers, duties and authorities under this Agreement, trust agreement gives the Purchaser Corporation and/or the Parent written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice. Such evidence shall consist of an Officer's Certificate of the Purchaser Corporation and/or the Parent, Parent or a statutory declaration or a certificate made by persons entitled to sign an Officer's Certificate stating that any such condition has been complied with in accordance with the terms of this Agreementtrust agreement. Whenever such evidence relates to a matter other than the Voting Rights, Rights or the Insolvency Exchange Right or the Automatic Exchange Rights and, and except as otherwise specifically specified provided herein, such evidence may consist of a report or opinion of any solicitor, auditor, accountant, appraiser, valuer, engineer or other expert or any other person whose qualifications give authority to a statement made by himsuch person, provided that if such report or opinion is furnished by a director, officer or employee of the Purchaser Corporation and/or the Parent it shall be in the form of an Officer's Certificate or a statutory declaration. Each statutory declaration, certificate, opinion, opinion or report or other paper or document furnished to the Trustee as evidence of compliance with a condition provided for in this Agreement trust agreement shall include a statement by the person giving the evidence: (a) declaring that he such person has read and understands the provisions of this Agreement trust agreement relating to the condition in question; (b) describing the nature and scope of the examination or investigation upon which he such person based the statutory declaration, certificate, statement or opinion; and (c) declaring that he such person has made such examination or investigation as he such person believes is necessary to enable him such person to make the statements or give the opinions contained or expressed therein.

Evidence and Authority to Trustee. The Purchaser and (1) LCE and/or the Parent Corporation shall furnish to the Trustee evidence of compliance with the conditions provided for in this Agreement agreement relating to any action or step required or permitted to be taken by the Purchaser LCE and/or the Parent for Corporation or the Trustee under this Agreement agreement or as a result of any obligation imposed under this Agreement includingagreement, without limitation, including in respect of the Insolvency Voting Rights or the Exchange Right or the Automatic Exchange Rights Right and the taking of any other action to be taken by the Trustee at the request of or on the application of LCE and/or the Purchaser and the Parent forthwith Corporation promptly if and when: (a) such evidence is required by any other section of this Agreement agreement to be furnished to the Trustee in accordance with the terms of this Section 7.9; or (b) the Trustee, in the exercise of its rights, powers, duties and authorities under this Agreementagreement, gives the Purchaser LCE and/or the Parent Corporation written notice requiring it to furnish such evidence in relation to any particular action or obligation or matter specified in such notice. . (2) Such evidence shall consist of an Officer's Certificate of the Purchaser LCE and/or the Parent, Corporation or a statutory declaration or a certificate made by persons entitled to sign an Officer's Certificate stating that any such condition has been complied with in accordance with the terms of this Agreement. agreement. (3) Whenever such evidence relates to a matter other than the Voting Rights, Rights or the Insolvency Exchange Right or the Automatic Exchange Rights andRight or the taking of any other action to be taken by the Trustee at the request or on the application of LCE and/or the Corporation, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, attorney, auditor, accountant, appraiser, valuer, engineer valuer or other expert or any other person whose qualifications give authority to a statement made by him, provided that if such report or opinion is furnished by a director, officer or employee of the Purchaser LCE and/or the Parent Corporation it shall be in the form of an Officer's Certificate or a statutory declaration. . (4) Each statutory declaration, certificateOfficer's Certificate, opinion, opinion or report or other paper or document furnished to the Trustee as evidence of compliance with a condition provided for in this Agreement agreement shall include a statement by the person giving the evidence: (a) declaring that he has read and understands the provisions of this Agreement agreement relating to the condition in question; (b) describing the nature and scope of the examination or investigation upon which he based the statutory declaration, certificate, statement or opinion; and (c) declaring that he has made such examination or investigation as he believes is necessary to enable him to make the statements or give the opinions contained or expressed therein.

Evidence and Authority to Trustee. The Purchaser and Corporation and/or NovaCo and/or the Parent shall furnish to the Trustee evidence of compliance with the conditions provided for in this Agreement trust agreement relating to any action or step required or permitted to be taken by the Purchaser Corporation and/or NovaCo and/or the Parent for or the Trustee under this Agreement trust agreement or as a result of any obligation imposed under this Agreement trust agreement including, without limitation, in respect of the Insolvency Voting Rights, the Exchange Right or the Automatic Exchange Rights Right and the taking of any other action to be taken by the Trustee at the request of or on the application of the Purchaser and Corporation and/or NovaCo and/or the Parent forthwith if and when: (a) such evidence is required by any other section of this Agreement trust agreement to be furnished to the Trustee in accordance with the terms of this Section 7.90; or (b) the Trustee, in the exercise of its rights, powers, duties and authorities under this Agreementtrust agreement, gives the Purchaser Corporation and/or NovaCo and/or the Parent written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice. Such evidence shall consist of an Officer's Certificate of the Purchaser Corporation and/or NovaCo and/or the Parent, Parent or a statutory declaration or a certificate made by persons entitled to sign an Officer's Certificate stating that any such condition has been complied with in accordance with the terms of this Agreementtrust agreement. Whenever such evidence relates to a matter other than the Voting Rights, Rights or the Insolvency Exchange Right or the Automatic Exchange Rights and, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, auditor, accountant, appraiser, valuer, engineer or other expert or any other person whose qualifications give authority to a statement made by himsuch person, provided that if such report or opinion is furnished by a director, officer or employee of the Purchaser Corporation and/or NovaCo and/or the Parent it shall be in the form of an Officer's Certificate or a statutory declaration. Each statutory declaration, certificate, opinion, opinion or report or other paper or document furnished to the Trustee as evidence of compliance with a condition provided for in this Agreement trust agreement shall include a statement by the person giving the evidence: (ac) declaring that he such person has read and understands the provisions of this Agreement trust agreement relating to the condition in question; (bd) describing the nature and scope of the examination or investigation upon which he such person based the statutory declaration, certificate, statement or opinion; and (ce) declaring that he such person has made such examination or investigation as he such person believes is necessary to enable him such person to make the statements or give the opinions contained or expressed therein.

Evidence and Authority to Trustee. (1) The Purchaser and the Parent Company and/or ParentCo and/or CallCo shall furnish to the Trustee evidence of compliance with the conditions provided for in this Agreement relating to any action or step required or permitted to be taken by the Purchaser Company and/or the Parent for ParentCo and/or CallCo or the Trustee under this Agreement or as a result of any obligation imposed under this Agreement Agreement, including, without limitation, in respect of and the Insolvency Exchange Right or the Automatic Exchange Rights and the taking of any other action to be taken by the Trustee at the request of or on the application of the Purchaser and the Parent Company and/or ParentCo and/or CallCo forthwith if and when: (a) such evidence is required by any other section of this Agreement to be furnished to the Trustee in accordance with the terms of this Section 7.95.9; or (b) the Trustee, in the exercise of its rights, powers, duties and authorities under this Agreement, gives the Purchaser Company and/or the Parent ParentCo and/or CallCo written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice. . (2) Such evidence shall consist of an Officer's Certificate of the Purchaser Company and/or the Parent, ParentCo and/or CallCo or a statutory declaration or a certificate made by persons entitled to sign an Officer's Certificate stating that any such condition has been complied with in accordance with the terms of this Agreement. . (3) Whenever such evidence relates to a matter other than the Voting Rights, the Insolvency Exchange Right or the Automatic Exchange Rights andRights, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, auditor, accountant, appraiser, valuer, engineer or other expert or any other person whose qualifications give authority to a statement made by him, provided that if such report or opinion is furnished by a director, officer or employee of the Purchaser Company and/or the Parent ParentCo and/or CallCo it shall be in the form of an Officer's Certificate or a statutory declaration. . (4) Each statutory declaration, certificate, opinion, opinion or report or other paper or document furnished to the Trustee as evidence of compliance with a condition provided for in this Agreement shall include a statement by the person giving the evidence: (a) declaring that he has read and understands the provisions of this Agreement relating to the condition in question; (b) describing the nature and scope of the examination or investigation upon which he based the statutory declaration, certificate, statement or opinion; and (c) declaring that he has made such examination or investigation as he believes is necessary to enable him to make the statements or give the opinions contained or expressed therein.

Evidence and Authority to Trustee. The Purchaser and the Parent Infospace and/or Infospace Canada shall furnish to the Trustee evidence of compliance with the conditions provided for in this Agreement trust agreement relating to any action or step required or permitted to be taken by the Purchaser Infospace and/or the Parent for Infospace Canada or the Trustee under this Agreement trust agreement or as a result of any obligation imposed under this Agreement trust agreement, including, without limitation, in respect of the Insolvency Voting Rights or the Exchange Right or the Automatic Exchange Rights and the taking of any other action to be taken by the Trustee at the request of or on the application of the Purchaser and the Parent forthwith Infospace and/or Infospace Canada promptly if and when: (a) such evidence is required by any other section of this Agreement trust agreement to be furnished to the Trustee in accordance with the terms of this Section section 7.9; or (b) the Trustee, in the exercise of its rights, powers, duties and authorities under this Agreementtrust agreement, gives the Purchaser Infospace and/or the Parent Infospace Canada written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice. Such evidence shall consist of an Officer's Certificate of the Purchaser Infospace and/or the Parent, Infospace Canada or a statutory declaration or a certificate made by persons entitled to sign an Officer's Certificate stating that any such condition has been complied with in accordance with the terms of this Agreementtrust agreement. Whenever such evidence relates to a matter other than the Voting Rights, Rights or the Insolvency Exchange Right or the Automatic Exchange Rights andor the taking of any other action to be taken by the Trustee at the request or on the application of Infospace and/or Infospace Canada, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, attorney, auditor, accountant, appraiser, valuer, engineer or other expert or any other person whose qualifications give authority to a statement made by him, provided that if such report or opinion is furnished by a director, officer or employee of the Purchaser Infospace and/or the Parent Infospace Canada it shall be in the form of an Officer's Certificate or a statutory declaration. Each statutory declaration, certificateOfficer's Certificate, opinion, opinion or report or other paper or document furnished to the Trustee as evidence of compliance with a condition provided for in this Agreement trust agreement shall include a statement by the person giving the evidence: (a) declaring that he has read and understands the provisions of this Agreement trust agreement relating to the condition in question; (b) describing the nature and scope of the examination or investigation upon which he based the statutory declaration, certificate, statement or opinion; : and (c) declaring that he has made such examination or investigation as he believes is necessary to enable him to make the statements or give the opinions contained or expressed therein.

Evidence and Authority to Trustee. The Purchaser and the Acquxxxxxxx Xxx, XXX, XXX0 xxx/or Parent shall furnish to the Trustee evidence of compliance with the conditions provided for in this Agreement relating to any action or step required or permitted to be taken by the Purchaser and/or the Acquxxxxxxx Xxx, XXX, XXX0 xxx/or Parent for or the Trustee under this Agreement or as a result of any obligation imposed under this Agreement Agreement, including, without limitation, in respect of the Insolvency Voting Rights, the Exchange Right or the Automatic Exchange Rights and the taking of any other action to be taken by the Trustee at the request of or on the application of the Purchaser and the Acquxxxxxxx Xxx, XXX, XXX0 xxx/or Parent forthwith if and when: (a) such evidence is required by any other section of this Agreement to be furnished to the Trustee in accordance with the terms of this Section 7.9section 6.9; or (b) the Trustee, in the exercise of its rights, powers, duties and authorities under this Agreement, gives the Purchaser and/or the Acquxxxxxxx Xxx, XXX, XXX0 xxx/or Parent written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice. Such evidence shall consist of an Officer's Certificate of the Purchaser and/or the ParentAcquxxxxxxx Xxx, XXX, XXX0 xxx/or Parent or a statutory declaration or a certificate made by persons entitled to sign an Officer's Certificate stating that any such condition has been complied with in accordance with the terms of this Agreement. Whenever such evidence relates to a matter other than the Voting Rights, the Insolvency Exchange Right or the Automatic Exchange Rights andRights, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, auditor, accountant, appraiser, valuer, engineer or other expert or any other person whose qualifications give authority to a statement made by him, provided that if such report or opinion is furnished by a director, officer or employee of the Purchaser and/or the Acquxxxxxxx Xxx, XXX, XXX0 xxx/or Parent it shall be in the form of an Officer's Certificate or a statutory declaration. Each statutory declaration, certificate, opinion, opinion or report or other paper or document furnished to the Trustee as evidence of compliance with a condition provided for in this Agreement shall include a statement by the person giving the evidence: (a) declaring that he has read and understands the provisions of this Agreement relating to the condition in question; (b) describing the nature and scope of the examination or investigation upon which he based the statutory declaration, certificate, statement or opinion; and (c) declaring that he has made such examination or investigation as he believes is necessary to enable him to make the statements or give the opinions contained or expressed therein.

Evidence and Authority to Trustee. The Purchaser and Goldstrike and/or the Parent Corporation shall furnish to the Trustee evidence of compliance with the conditions provided for in this Agreement relating to any action or step required or permitted to be taken by the Purchaser Goldstrike and/or the Parent for Corporation or the Trustee under this Agreement or as a result of any obligation imposed under this Agreement Agreement, including, without limitation, in respect of the Voting Rights, the Insolvency Exchange Right Rights or the Automatic Exchange Rights and the taking of any other action to be taken by the Trustee at the request of or on the application of Goldstrike and/or the Purchaser and the Parent forthwith Corporation promptly if and when: (a) such evidence is required by any other section Section of this Agreement to be furnished to the Trustee in accordance with the terms of this Section 7.99.20; or (b) the Trustee, in the exercise of its rights, powers, duties and authorities under this Agreement, gives the Purchaser Goldstrike and/or the Parent Corporation written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice. Such evidence shall consist of an Officer's Certificate of the Purchaser Goldstrike and/or the Parent, Corporation or a statutory declaration or a certificate made by persons entitled to sign an Officer's Certificate stating that any such condition has been complied with in accordance with the terms of this Agreement. Whenever such evidence relates to a matter other than the Voting Rights, the Insolvency Exchange Right Rights or the Automatic Exchange Rights andor the taking of any other action to be taken by the Trustee at the request or on the application of Goldstrike and/or the Corporation, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, attorney, auditor, accountant, appraiser, valuer, engineer or other expert or any other person whose qualifications give authority to a statement made by him, provided that if such report or opinion is furnished by a director, officer or employee of the Purchaser Goldstrike and/or the Parent Corporation it shall be in the form of an Officer's Certificate or a statutory declaration. Each statutory declaration, certificateOfficer's Certificate, opinion, opinion or report or other paper or document furnished to the Trustee as evidence of compliance with a condition provided for in this Agreement shall include a statement by the person giving the evidence: (ac) declaring that he or she has read and understands the provisions of this Agreement relating to the condition in question; (bd) describing the nature and scope of the examination or investigation upon which he or she based the statutory declaration, certificate, statement or opinion; and (ce) declaring that he or she has made such examination or investigation as he or she believes is necessary to enable him or her to make the statements or give the opinions contained or expressed therein.

Evidence and Authority to Trustee. (a) The Purchaser and the Parent Parent, Callco and/or Exchangeco shall furnish to the Trustee evidence of compliance with the conditions provided for in this Agreement relating to any action or step required or permitted to be taken by the Purchaser Parent, Callco and/or the Parent for Exchangeco or the Trustee under this Agreement or as a result of any obligation imposed under this Agreement includingAgreement, without limitation, including in respect of the Insolvency Voting Rights, the Exchange Right or the Automatic Exchange Rights Right and the taking of any other action to be taken by the Trustee at the request of or on the application of the Purchaser and the Parent forthwith Parent, Callco and/or Exchangeco promptly if and when: (ai) such evidence is required by any other section of this Agreement to be furnished to the Trustee in accordance with the terms of this Section 7.9?6.8; or (bii) the Trustee, in the exercise of its rights, powers, duties and authorities under this Agreement, gives the Purchaser Parent, Callco and/or the Parent Exchangeco written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice. . (b) Such evidence shall consist of an Officer's Certificate of the Purchaser and/or the Parent, Callco and/or Exchangeco or a statutory declaration or a certificate made by persons entitled to sign an Officer's Certificate stating that any such condition has been complied with in accordance with the terms of this Agreement. . (c) Whenever such evidence relates to a matter other than the Voting Rights, Rights or the Insolvency Exchange Right or the Automatic Exchange Rights andRight or the taking of any other action to be taken by the Trustee at the request or on the application of the Parent, Callco and/or Exchangeco, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, attorney, auditor, accountant, appraiser, valuer, engineer valuer or other expert or any other person whose qualifications give authority to a statement made by himsuch person; provided, provided however, that if such report or opinion is furnished by a director, officer or employee of the Purchaser Parent, Callco and/or the Parent Exchangeco it shall be in the form of an Officer's Certificate or a statutory declaration. . (d) Each statutory declaration, certificateOfficer's Certificate, opinion, opinion or report or other paper or document furnished to the Trustee as evidence of compliance with a condition provided for in this Agreement shall include a statement by the person giving the evidence: (ai) declaring that he such person has read and understands the provisions of this Agreement relating to the condition in question; (bii) describing the nature and scope of the examination or investigation upon which he such person based the statutory declaration, certificate, statement or opinion; and (ciii) declaring that he such person has made such examination or investigation as he such person believes is necessary to enable him such person to make the statements or give the opinions contained or expressed therein.

Evidence and Authority to Trustee. The Purchaser and the Parent Albertaco, Marathon or USX shall furnish to the Trustee evidence reasonably requested by the Trustee of compliance with the conditions provided for in this Agreement relating to any action or step required or permitted to be taken by the Purchaser and/or the Parent for Albertaco, Marathon or USX or the Trustee under this Agreement or as a result of any obligation imposed under this Agreement Agreement, including, without limitation, in respect of the Insolvency Exchange Right or the Automatic Exchange Rights and the taking of any other action to be taken by the Trustee at the request of or on the application of the Purchaser and the Parent Albertaco, Marathon or USX forthwith if and when: (a) such evidence is required by any other section of this Agreement to be furnished to the Trustee in accordance with the terms of this Section 7.94.9; or (b) the Trustee, in the exercise of its rights, powers, duties and authorities under this Agreement, gives the Purchaser and/or the Parent Albertaco, Marathon or USX written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice. Such evidence shall consist of an Officer's Certificate of the Purchaser and/or the ParentAlbertaco, Marathon or USX or a statutory declaration or a certificate made by persons entitled to sign an Officer's Certificate stating that any such condition has been complied with in accordance with the terms of this Agreement. Whenever such evidence relates to a matter other than the Voting Rights, the Insolvency Exchange Right or the Automatic Exchange Rights andRights, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, auditor, accountant, appraiser, valuer, engineer or other expert or any other person whose qualifications give authority to a statement made by him, him provided that if such report or opinion is furnished by a director, officer or employee of the Purchaser and/or the Parent Albertaco, Marathon or USX it shall be in the form of an Officer's Certificate or a statutory declaration. Each statutory declaration, certificate, opinion, report or other paper or document furnished to the Trustee as evidence of compliance with a condition provided for in this Agreement shall include a statement by the person giving the evidence: (a) declaring that he has read and understands the provisions of this Agreement relating to the condition in question; (b) describing the nature and scope of the examination or investigation upon which he based the statutory declaration, certificate, statement or opinion; and (c) declaring that he has made such examination or investigation as he believes is necessary to enable him to make the statements or give the opinions contained or expressed therein.

Evidence and Authority to Trustee. The Purchaser and the Parent Merge and/or Matsub shall furnish to the Trustee evidence of compliance with the conditions provided for in this Agreement relating to any action or step required or permitted to be taken by the Purchaser Merge and/or the Parent for Matsub or the Trustee under this Agreement or as a result of any obligation imposed under this Agreement Agreement, including, without limitation, in respect of the Insolvency Voting Rights or the Exchange Right or the Automatic Exchange Rights and the taking of any other action to be taken by the Trustee at the request of or on the application of the Purchaser and the Parent forthwith Merge and/or Matsub promptly if and when: (a) such evidence is required by any other section of this Agreement to be furnished to the Trustee in accordance with the terms of this Section section 7.9; or (b) the Trustee, in the exercise of its rights, powers, duties and authorities under this Agreement, gives the Purchaser Merge and/or the Parent Matsub written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice. Such evidence shall consist of an Officer's ’s Certificate of the Purchaser Merge and/or the Parent, Matsub or a statutory declaration or a certificate made by persons entitled to sign an Officer's ’s Certificate stating that any such condition has been complied with in accordance with the terms of this Agreement. Whenever such evidence relates to a matter other than the Voting Rights, Rights or the Insolvency Exchange Right or the Automatic Exchange Rights andor the taking of any other action to be taken by the Trustee at the request or on the application of Merge and/or Matsub, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, attorney, auditor, accountant, appraiser, valuer, engineer or other expert or any other person whose qualifications give authority to a statement made by him, provided that if such report or opinion is furnished by a director, officer or employee of the Purchaser Merge and/or the Parent Matsub it shall be in the form of an Officer's ’s Certificate or a statutory declaration. Each statutory declaration, certificateOfficer’s Certificate, opinion, opinion or report or other paper or document furnished to the Trustee as evidence of compliance with a condition provided for in this Agreement shall include a statement by the person giving the evidence: (ac) declaring that he has read and understands the provisions of this Agreement relating to the condition in question; (bd) describing the nature and scope of the examination or investigation upon which he based the statutory declaration, certificate, statement or opinion; and (ce) declaring that he has made such examination or investigation as he believes is necessary to enable him to make the statements or give the opinions contained or expressed therein.

Evidence and Authority to Trustee. The Purchaser and the Parent Pure and/or Pure Exchangeco shall furnish to the Trustee evidence of compliance with the conditions provided for in this Agreement relating to any action or step required or permitted to be taken by the Purchaser Pure and/or the Parent for Pure Exchangeco or the Trustee under this Agreement or as a result of any obligation imposed under this Agreement Agreement, including, without limitation, in respect of the Insolvency Exchange Right or the Automatic Exchange Voting Rights and the taking of any other action to be taken by the Trustee at the request of or on the application of the Purchaser and the Parent forthwith Pure and/or Pure Exchangeco promptly if and when: (a) such evidence is required by any other section of this Agreement to be furnished to the Trustee in accordance with the terms of this Section 7.9Subsection 5.8; or (b) the Trustee, in the exercise of its rights, powers, duties and authorities under this Agreement, gives the Purchaser Pure and/or the Parent Pure Exchangeco written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice. Such evidence shall consist of an Officer's ’s Certificate of the Purchaser Pure and/or the Parent, Pure Exchangeco or a statutory declaration or a certificate made by persons entitled to sign an Officer's ’s Certificate stating that any such condition has been complied with in accordance with the terms of this Agreement. Whenever such evidence relates to a matter other than the Voting Rights, the Insolvency Exchange Right Rights or the Automatic Exchange Rights andtaking of any other action to be taken by the Trustee at the request or on the application of Pure and/or Pure Exchangeco, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, attorney, auditor, accountant, appraiser, valuer, engineer or other expert or any other person whose qualifications give authority to a statement made by him, provided that if such report or opinion is furnished by a director, officer or employee of the Purchaser Pure and/or the Parent Pure Exchangeco it shall be in the form of an Officer's ’s Certificate or a statutory declaration. Each statutory declaration, certificateOfficer’s Certificate, opinion, opinion or report or other paper or document furnished to the Trustee as evidence of compliance with a condition provided for in this Agreement shall include a statement by the person giving the evidence: (ac) declaring that he has read and understands the provisions of this Agreement relating to the condition in question; (bd) describing the nature and scope of the examination or investigation upon which he based the statutory declaration, certificate, statement or opinion; and (ce) declaring that he has made such examination or investigation as he believes is necessary to enable him to make the statements or give the opinions contained or expressed therein.

Evidence and Authority to Trustee. The Purchaser and the Parent WSI and/or CERI shall furnish to the Trustee evidence of compliance with the conditions provided for in this Agreement relating to any action or step required or permitted to be taken by the Purchaser WSI and/or the Parent for CERI or the Trustee under this Agreement or as a result of any obligation imposed under this Agreement Agreement, including, without limitation, in respect of the Insolvency Voting Rights or the Exchange Right or the Automatic Exchange Rights Right or the Exchange Put Right and the taking of any other action to be taken by the Trustee at the request of of, or on the application of the Purchaser and the Parent forthwith of, WSI and/or CERI, promptly, if and when: (a) such evidence is required by any other section Section of this Agreement to be furnished to the Trustee in accordance with the terms of this Section 7.9; or (b) the Trustee, in the exercise of its rights, powers, duties and authorities under this Agreement, gives the Purchaser WSI and/or the Parent CERI written notice requiring it to furnish such evidence in relation to any particular action or obligation or matter specified in such notice. Such evidence shall consist of an Officer's Certificate of the Purchaser WSI and/or the Parent, CERI or a statutory declaration or a certificate made by persons entitled to sign an Officer's Certificate stating that any such condition has been complied with in accordance with the terms of this Agreement. Whenever such evidence relates to a matter other than the Voting Rights, the Insolvency Exchange Right, the Automatic Exchange Right or the Automatic Exchange Rights andPut Right or the taking of any other action to be taken by the Trustee at the request or on the application of WSI and/or CERI, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, attorney, auditor, accountant, appraiser, valuervaluator, engineer or other expert or any other person whose qualifications give authority to a statement made by him, provided that if such report or opinion is furnished by a director, officer or employee of the Purchaser WSI and/or the Parent CERI it shall be in the form of an Officer's Certificate or a statutory declaration. Each statutory declaration, certificateOfficer's Certificate, opinion, opinion or report or other paper or document furnished to the Trustee as evidence of compliance with a condition provided for in this Agreement shall include a statement by the person giving the evidence: (a) declaring that he has read and understands the provisions of this Agreement relating to the condition in question; (b) describing the nature and scope of the examination or investigation upon which he based the statutory declaration, certificate, statement or opinion; and (c) declaring that he has made such examination or investigation as he believes is necessary to enable him to make the statements or give the opinions contained or expressed therein.

Evidence and Authority to Trustee. The Purchaser Company, Parent and the Parent Subco shall furnish to the Trustee evidence of compliance with the conditions provided for in this Agreement relating to any action or step required or permitted to be taken by the Purchaser and/or the Parent for any of them or the Trustee under this Agreement or as a result of any obligation imposed under this Agreement Agreement, including, without limitation, in respect of the Insolvency Voting Rights or the Exchange Put Right, the Exchange Right or the Automatic Exchange Rights and the taking of any other action to be taken by the Trustee at the request of or on the application of the Purchaser and the Company, Parent or Subco forthwith if and when: (a) such evidence is required by any other section of this Agreement to be furnished to the Trustee in accordance with the terms of this Section 7.9; or (b) the Trustee, in the exercise of its rights, powers, duties and authorities under this Agreement, gives the Purchaser and/or the Company, Parent or Subco written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice. Such evidence shall consist of an Officer's Certificate of the Purchaser and/or the ParentCompany, Parent or Subco or a statutory declaration or a certificate made by persons entitled to sign an Officer's Certificate stating that any such condition has been complied with in accordance with the terms of this Agreement. Whenever such evidence relates to a matter other than the Voting RightsRights or the Exchange Put Right, the Insolvency Exchange Right or the Automatic Exchange Rights andRights, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, auditor, accountant, appraiser, valuer, engineer or other expert or any other person whose qualifications give authority to a statement made by himsuch person, provided that if such report or opinion is furnished by a director, officer or employee of the Purchaser and/or the Company, Parent or Subco it shall be in the form of an Officer's Certificate or a statutory declaration. Each statutory declaration, certificateOfficer's Certificate, opinion, opinion or report or other paper or document furnished to the Trustee as evidence of compliance with a condition provided for in this Agreement shall include a statement by the person giving the evidence: (a) declaring that he such person has read and understands the provisions of this Agreement relating to the condition in question; (b) describing the nature and scope of the examination or investigation upon which he such person based the statutory declaration, certificateOfficer's Certificate, statement opinion or opinionreport; and (c) declaring that he such person has made such examination or investigation as he such person believes is necessary to enable him such person to make the statements or give the opinions contained or expressed therein.

Evidence and Authority to Trustee. The Purchaser and the Parent Vivendi and/or Vivendi Universal Exchangeco shall furnish to the Trustee evidence of compliance with the conditions provided for in this Agreement relating to any 11 12 action or step required or permitted to be taken by the Purchaser Vivendi, and/or the Parent for Vivendi Universal Exchangeco or the Trustee under this Agreement or as a result of any obligation imposed under this Agreement Agreement, including, without limitation, in respect of the Insolvency Exchange Right or the Automatic Exchange Rights Right and the taking of any other action to be taken by the Trustee at the request of or on the application of the Purchaser and the Parent forthwith Vivendi, and/or Vivendi Universal Exchangeco promptly if and when: (a) such evidence is required by any other section of this Agreement to be furnished to the Trustee in accordance with the terms of this Section 7.9section 5.9; or (b) the Trustee, in the exercise of its rights, powers, duties and authorities under this Agreement, gives the Purchaser Vivendi, and/or the Parent Vivendi Universal Exchangeco written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice. Such evidence shall consist of an Officer's Certificate of the Purchaser Vivendi, and/or the Parent, Vivendi Universal Exchangeco or a statutory declaration or a certificate made by persons entitled to sign an Officer's Certificate stating that any such condition has been complied with in accordance with the terms of this Agreement. Whenever such evidence relates to a matter other than the Voting Rights, the Insolvency Exchange Right or the Automatic Exchange Rights andRight or the taking of any other action to be taken by the Trustee at the request or on the application of Vivendi, and/or Vivendi Universal Exchangeco, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, attorney, auditor, accountant, appraiser, valuer, engineer or other expert or any other person whose qualifications give authority to a statement made by him, provided that if such report or opinion is furnished by a director, officer or employee of the Purchaser Vivendi, and/or the Parent Vivendi Universal Exchangeco it shall be in the form of an Officer's Certificate or a statutory declaration. Each statutory declaration, certificateOfficer's Certificate, opinion, opinion or report or other paper or document furnished to the Trustee as evidence of compliance with a condition provided for in this Agreement shall include a statement by the person giving the evidence: (ac) declaring that he has read and understands the provisions of this Agreement relating to the condition in question; (bd) describing the nature and scope of the examination or investigation upon which he based the statutory declaration, certificate, statement or opinion; and (ce) declaring that he has made such examination or investigation as he believes is necessary to enable him to make the statements or give the opinions contained or expressed therein.

Evidence and Authority to Trustee. The Purchaser and the Parent Vivendi and/or Vivendi Universal Exchangeco shall furnish to the Trustee evidence of compliance with the conditions provided for in this Agreement relating to any action or step required or permitted to be taken by the Purchaser Vivendi, and/or the Parent for Vivendi Universal Exchangeco or the Trustee under this Agreement or as a result of any obligation imposed under this Agreement Agreement, including, without limitation, in respect of the Insolvency Exchange Right or the Automatic Exchange Rights Right and the taking of any other action to be taken by the Trustee at the request of or on the application of the Purchaser and the Parent forthwith Vivendi, and/or Vivendi Universal Exchangeco promptly if and when: (a) such evidence is required by any other section of this Agreement to be furnished to the Trustee in accordance with the terms of this Section 7.9section 5.9; or (b) the Trustee, in the exercise of its rights, powers, duties and authorities under this Agreement, gives the Purchaser Vivendi, and/or the Parent Vivendi Universal Exchangeco written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice. Such evidence shall consist of an Officer's Certificate of the Purchaser Vivendi, and/or the Parent, Vivendi Universal Exchangeco or a statutory declaration or a certificate made by persons entitled to sign an Officer's Certificate stating that any such condition has been complied with in accordance with the terms of this Agreement. Whenever such evidence relates to a matter other than the Voting Rights, the Insolvency Exchange Right or the Automatic Exchange Rights andRight or the taking of any other action to be taken by 14 the Trustee at the request or on the application of Vivendi, and/or Vivendi Universal Exchangeco, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, attorney, auditor, accountant, appraiser, valuer, engineer or other expert or any other person whose qualifications give authority to a statement made by him, provided that if such report or opinion is furnished by a director, officer or employee of the Purchaser Vivendi, and/or the Parent Vivendi Universal Exchangeco it shall be in the form of an Officer's Certificate or a statutory declaration. Each statutory declaration, certificateOfficer's Certificate, opinion, opinion or report or other paper or document furnished to the Trustee as evidence of compliance with a condition provided for in this Agreement shall include a statement by the person giving the evidence: (ac) declaring that he has read and understands the provisions of this Agreement relating to the condition in question; (bd) describing the nature and scope of the examination or investigation upon which he based the statutory declaration, certificate, statement or opinion; and (ce) declaring that he has made such examination or investigation as he believes is necessary to enable him to make the statements or give the opinions contained or expressed therein.

Evidence and Authority to Trustee. The Purchaser and the Parent Exchangeco and/or Patch shall furnish to the Trustee evidence of compliance with the conditions provided for in this Agreement relating to any action or step required or permitted to be taken by the Purchaser Exchangeco and/or the Parent for Patch or the Trustee under this Agreement or as a result of any obligation imposed under this Agreement including, without limitation, in respect of the Voting Rights, Insolvency Exchange Right or the Automatic Exchange Rights and the taking of any other action to be taken by the Trustee at the request of or on the application of the Purchaser and the Parent Exchangeco and/or Patch forthwith if and when: (a) such evidence is required by any other section of this Agreement to be furnished to the Trustee in accordance with the terms of this Section section 7.9; or (b) the Trustee, in the exercise of its rights, powers, duties and authorities under this Agreement, gives the Purchaser Exchangeco and/or the Parent Patch written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice. Such evidence shall consist of an Officer's ’s Certificate of the Purchaser Exchangeco and/or the ParentPatch, a statutory declaration or a certificate made by persons entitled to sign an Officer's ’s Certificate stating that any such condition has been complied with in accordance with the terms of this Agreement. Whenever such evidence relates to a matter other than the Voting Rights, the Insolvency Exchange Right or the Automatic Exchange Rights andor the taking of any other action to be taken by the Trustee at the request or on the application of Patch and/or Exchangeco, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, auditor, accountant, appraiser, valuer, engineer or other expert or any other person whose qualifications give authority to a statement made by him, provided that if such report or opinion is furnished by a director, officer or employee of the Purchaser Exchangeco and/or the Parent Patch shall be in the form of an Officer's ’s Certificate or a statutory declaration. Each statutory declaration, certificateOfficer’s Certificate, opinion, report or other paper or document furnished to the Trustee as evidence of compliance with a condition provided for in this Agreement shall include a statement by the person giving the evidence: (a) declaring that he has read and understands the provisions of this Agreement relating to the condition in question; (b) describing the nature and scope of the examination or investigation upon which he based the statutory declaration, certificate, statement or opinion; and (c) declaring that he has made such examination or investigation as he believes is necessary to enable him to make the statements or give the opinions contained or expressed therein.

Evidence and Authority to Trustee. The Purchaser Company, Parent and the Parent Subco shall furnish to the Trustee evidence of compliance with the conditions provided for in this Agreement relating to any action or step required or permitted to be taken by the Purchaser and/or the Parent for any of them or the Trustee under this Agreement or as a result of any obligation imposed under this Agreement Agreement, including, without limitation, in respect of the Insolvency Voting Rights or the Exchange Put Right, the Exchange Right or the Automatic Exchange Rights and the taking of any other action to be taken by the Trustee at the request of or on the application of the Purchaser and the Company, Parent or Subco forthwith if and when: : (a) such evidence is required by any other section of this Agreement to be furnished to the Trustee in accordance with the terms of this Section 7.9; or or (b) the Trustee, in the exercise of its rights, powers, duties and authorities under this Agreement, gives the Purchaser and/or the Company, Parent or Subco written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice. Such evidence shall consist of an Officer's Certificate of the Purchaser and/or the ParentCompany, Parent or Subco or a statutory declaration or a certificate made by persons entitled to sign an Officer's Certificate stating that any such condition has been complied with in accordance with the terms of this Agreement. Whenever such evidence relates to a matter other than the Voting RightsRights or the Exchange Put Right, the Insolvency Exchange Right or the Automatic Exchange Rights andRights, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, auditor, accountant, appraiser, valuer, engineer or other expert or any other person whose qualifications give authority to a statement made by himsuch person, provided that if such report or opinion is furnished by a director, officer or employee of the Purchaser and/or the Company, Parent or Subco it shall be in the form of an Officer's Certificate or a statutory declaration. Each statutory declaration, certificateOfficer's Certificate, opinion, opinion or report or other paper or document furnished to the Trustee as evidence of compliance with a condition provided for in this Agreement shall include a statement by the person giving the evidence: : (a) declaring that he such person has read and understands the provisions of this Agreement relating to the condition in question; ; (b) describing the nature and scope of the examination or investigation upon which he such person based the statutory declaration, certificateOfficer's Certificate, statement opinion or opinionreport; and and (c) declaring that he such person has made such examination or investigation as he such person believes is necessary to enable him such person to make the statements or give the opinions contained or expressed therein.

Evidence and Authority to Trustee. The Purchaser and the Parent (1) FCE and/or ExchangeCo shall furnish to the Trustee evidence of compliance with the conditions provided for in this Agreement relating to any action or step required or permitted to be taken by the Purchaser FCE and/or the Parent for ExchangeCo or the Trustee under this Agreement or as a result of any obligation imposed under this Agreement includingAgreement, without limitation, including in respect of the Insolvency Voting Rights or the Exchange Put Right, the Exchange Right or the Automatic Exchange Rights and the taking of any other action to be taken by the Trustee at the request of or on the application of the Purchaser and the Parent forthwith FCE and/or ExchangeCo promptly if and when: (a) such evidence is required by any other section of this Agreement to be furnished to the Trustee in accordance with the terms of this Section 7.96.9; or (b) the Trustee, in the exercise of its rights, powers, duties and authorities under this Agreement, gives the Purchaser FCE and/or the Parent ExchangeCo written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice. . (2) Such evidence shall consist of an Officer's Certificate of the Purchaser FCE and/or the Parent, ExchangeCo or a statutory declaration or a certificate made by persons entitled to sign an Officer's Certificate stating that any such condition has been complied with in accordance with the terms of this Agreement. . (3) Whenever such evidence relates to a matter other than the Voting RightsRights or the Exchange Put Right, the Insolvency Exchange Right or the Automatic Exchange Rights andor the taking of any other action to be taken by the Trustee at the request or on the application of FCE and/or ExchangeCo, and except as otherwise specifically provided herein, herein such evidence may consist of a report or opinion of any solicitor, attorney, auditor, accountant, appraiser, valuer, engineer or other expert or any other person whose qualifications give authority to a statement made by him, provided that if such report or opinion is furnished by a director, officer or employee of the Purchaser FCE and/or the Parent ExchangeCo it shall be in the form of an Officer's Certificate or a statutory declaration. . (4) Each statutory declaration, certificateOfficer's Certificate, opinion, opinion or report or other paper or document furnished to the Trustee as evidence of compliance with a condition provided for in this Agreement shall include a statement by the person giving the evidence: (a) declaring that he such person has read and understands the provisions of this Agreement relating to the condition in question; (b) describing the nature and scope of the examination or investigation upon which he such person based the statutory declaration, certificate, statement or opinion; and (c) declaring that he such person has made such examination or investigation as he such person believes is necessary to enable him such person to make the statements or give the opinions contained or expressed therein.

Evidence and Authority to Trustee. The Purchaser and the Parent USCo, CallCo and/or AcquisitionCo shall furnish to the Trustee evidence of compliance with the conditions provided for in this Agreement relating to any action or step required or permitted to be taken by the Purchaser USCo, CallCo and/or the Parent for AcquisitionCo or the Trustee under this Agreement or as a result of any obligation imposed under this Agreement Agreement, including, without limitation, in respect of the Insolvency Voting Rights, the Exchange Right Rights or the Automatic Exchange Rights and the taking of any other action to be taken by the Trustee at the request of or on the application of the Purchaser and the Parent forthwith USCo, CallCo and/or AcquisitionCo promptly if and when: (a) such evidence is required by any other section Section of this Agreement to be furnished to the Trustee in accordance with the terms of this Section 7.96.9; or (b) the Trustee, in the exercise of its rights, powers, duties and authorities under this Agreement, gives the Purchaser USCo, CallCo and/or the Parent AcquisitionCo written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice. Such evidence shall consist of an Officer's Certificate of the Purchaser CallCo and/or the Parent, AcquisitionCo or a statutory declaration or a certificate certiflcate made by persons entitled to sign an Officer's Certificate stating that any such condition has been complied with in accordance with the terms of this Agreement. Whenever such evidence relates to a matter other than the Voting Rights, the Insolvency Exchange Right Rights or the Automatic Exchange Rights andor the taking of any other action to be taken by the Trustee at the request or on the application of USCo, CallCo and/or AcquisitionCo, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, attorney, auditor, accountant, appraiser, valuer, engineer or other expert or any other person whose qualifications give authority to a statement made by him, provided that if such report or opinion is furnished by a director, officer or employee of the Purchaser CallCo and/or the Parent AcquisitionCo it shall be in the form of an Officer's Certificate or a statutory declaration. Each statutory declaration, certificateOfficer's Certificate, opinion, opinion or report or other paper or document furnished to the Trustee as evidence of compliance with a condition provided for in this Agreement shall include a statement by the person giving the evidence: (ac) declaring that he or she has read and understands the provisions of this Agreement relating to the condition in question; (bd) describing the nature and scope of the examination or investigation upon which he or she based the statutory declaration, certificatecertiflcate, statement or opinion; and (ce) declaring that he or she has made such examination or investigation as he or she believes is necessary to enable him or her to make the statements or give the opinions contained or expressed therein.

Evidence and Authority to Trustee. The Purchaser and the Parent shall Rational and/or Acquisition Sub will furnish to the Trustee evidence of compliance with the conditions provided for in this Agreement trust agreement relating to any action or step required or permitted to be taken by the Purchaser Rational and/or the Parent for Acquisition Sub or the Trustee under this Agreement trust agreement or as a result of any obligation imposed under this Agreement trust agreement, including, without limitation, in respect of the Insolvency Voting Rights or the Exchange Right or the Automatic Exchange Rights and the taking of any other action to be taken by the Trustee at the request of or on the application of the Purchaser and the Parent forthwith Rational and/or Acquisition Sub promptly if and when: (a) such that evidence is required by any other section of this Agreement trust agreement to be furnished to the Trustee in accordance with the terms of this Section 7.9section 6.9; or (b) the Trustee, in the exercise of its rights, powers, duties and authorities under this Agreementtrust agreement, gives the Purchaser Rational and/or the Parent Acquisition Sub written notice requiring it to furnish such that evidence in relation to any particular action or obligation specified in such the notice. Such The evidence shall will consist of an Officer's Certificate of the Purchaser Rational and/or the Parent, Acquisition Sub or a statutory declaration or a certificate made by persons entitled to sign an Officer's Certificate stating that any such the condition has been complied with in accordance with the terms of this Agreementtrust agreement. Whenever such the evidence relates to a matter other than the Voting Rights, Rights or the Insolvency Exchange Right or the Automatic Exchange Rights andor the taking of any other action to be taken by the Trustee at the request or on the application of Rational and/or Acquisition Sub, and except as otherwise specifically provided hereinin this trust agreement, such the evidence may consist of a report or opinion of any solicitor, attorney, auditor, accountant, appraiser, valuer, engineer or other expert or any other person whose qualifications give authority to a statement made by himthe person, provided that if such the report or opinion is furnished by a director, officer or employee of the Purchaser Rational and/or the Parent shall Acquisition Sub it will be in the form of an Officer's Certificate or a statutory declaration. Each statutory declaration, certificateOfficer's Certificate, opinion, opinion or report or other paper or document furnished to the Trustee as evidence of compliance with a condition provided for in this Agreement shall trust agreement will include a statement by the person giving the evidence: (a) declaring that he the person has read and understands the provisions of this Agreement trust agreement relating to the condition in question; (b) describing the nature and scope of the examination or investigation upon which he the person based the statutory declaration, certificate, statement or opinion; and and (c) declaring that he the person has made such examination those examinations or investigation investigations as he the person believes is necessary to enable him the person to make the statements or give the opinions contained or expressed thereinexpressed.

Evidence and Authority to Trustee. The Purchaser and Corporation and/or the Parent shall furnish to the Trustee evidence of compliance with the conditions provided for in this Agreement trust agreement relating to any action or step required or permitted to be taken by the Purchaser and/or Corporation, the Parent for Parent, Smithfield Sub or the Trustee under this Agreement trust agreement or as a result of any obligation imposed under this Agreement trust agreement, including, without limitation, in respect of the Insolvency Voting Rights or the Exchange Right or the Automatic Exchange Rights and the taking of any other action to be taken by the Trustee at the request of or on the application of the Purchaser and Corporation and/or the Parent forthwith if and when: (a) such evidence is required by any other section of this Agreement trust agreement to be furnished to the Trustee in accordance with the terms of this Section section 7.9; or (b) the Trustee, in the exercise of its rights, powers, duties and authorities under this Agreementtrust agreement, gives the Purchaser Corporation and/or the Parent written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice. Such evidence shall consist of an Officer's Certificate of the Purchaser Corporation and/or the Parent, Parent or a statutory declaration or a certificate made by persons entitled to sign an Officer's Certificate stating that any such condition has been complied with in accordance with the terms of this Agreementtrust agreement. Whenever such evidence relates to a matter other than the Voting Rights, Rights or the Insolvency Exchange Right or the Automatic Exchange Rights and, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, auditor, accountant, appraiser, valuer, engineer or other expert or any other person whose qualifications give authority to a statement made by himsuch person, provided that if such report or opinion is furnished by a director, officer or employee of the Purchaser Corporation and/or the Parent it shall be in the form of an Officer's Certificate or a statutory declaration. Each statutory declaration, certificate, opinion, opinion or report or other paper or document furnished to the Trustee as evidence of compliance with a condition provided for in this Agreement trust agreement shall include a statement by the person giving the evidence: (a) declaring that he such person has read and understands the provisions of this Agreement trust agreement relating to the condition in question; (b) describing the nature and scope of the examination or investigation upon which he such person based the statutory declaration, certificate, statement or opinion; and (c) declaring that he such person has made such examination or investigation as he such person believes is necessary to enable him such person to make the statements or give the opinions contained or expressed therein.

Evidence and Authority to Trustee. The Purchaser and the Parent Holdings and/or THC shall furnish to the Trustee evidence of compliance with the conditions provided for in this Agreement trust agreement relating to any action or step required or permitted to be taken by the Purchaser Holdings and/or the Parent for THC or the Trustee under this Agreement trust agreement or as a result of any obligation imposed under this Agreement trust agreement, including, without limitation, in respect of the Insolvency Exchange Right Voting Rights or the Automatic Exchange Rights Right and the taking of any other action to be taken by the Trustee at the request of or on the application of the Purchaser and the Parent forthwith Holdings and/or THC promptly if and when: (a) such evidence is required by any other section of this Agreement trust agreement to be furnished to the Trustee in accordance with the terms of this Section 7.96.9; or (b) the Trustee, in the exercise of its rights, powers, duties and authorities under this Agreementtrust agreement, gives the Purchaser Holdings and/or the Parent THC written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice. Such evidence shall consist of an Officer's Certificate of the Purchaser Holdings and/or the Parent, THC or a statutory declaration or a certificate made by persons Persons entitled to sign an Officer's Certificate stating that any such condition has been complied with in accordance with the terms of this Agreementtrust agreement. Whenever such evidence relates to a matter other than the Voting Rights, Rights or the Insolvency Automatic Exchange Right or the Automatic Exchange Rights andtaking of any other action to be taken by the Trustee at the request or on the application of Holdings and/or THC, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, attorney, auditor, accountant, appraiser, valuer, engineer or other expert or any other person Person whose qualifications give authority to a statement made by him, provided that if such report or opinion is furnished by a director, officer or employee of the Purchaser Holdings and/or the Parent THC it shall be in the form of an Officer's Certificate or a statutory declaration. Each statutory declaration, certificateOfficer's Certificate, opinion, opinion or report or other paper or document furnished to the Trustee as evidence of compliance with a condition provided for in this Agreement trust agreement shall include a statement by the person Person giving the evidence: (a) declaring that he has read and understands the provisions of this Agreement trust agreement relating to the condition in question; (b) describing the nature and scope of the examination or investigation upon which he based the statutory declaration, certificate, statement or opinion; and (c) declaring that he has made such examination or investigation as he believes is necessary to enable him to make the statements or give the opinions contained or expressed therein.

Evidence and Authority to Trustee. The Parent and/or Purchaser and the Parent shall furnish to the Trustee evidence of compliance with the conditions provided for in this Agreement relating to any action or step required or permitted to be taken by the Parent and/or Purchaser and/or the Parent for or the Trustee under this Agreement or as a result of any obligation imposed under this Agreement includingAgreement, without limitation, including in respect of the Insolvency Voting Rights or the Exchange Right or the Rights upon Automatic Exchange Rights and the taking of any other action to be taken by the Trustee at the request of or on the application of the Parent and/or Purchaser and the Parent forthwith promptly if and when: (a) such evidence is required by any other section of this Agreement to be furnished to the Trustee in accordance with the terms of this Section 7.96.8; or (b) the Trustee, in the exercise of its rights, powers, duties and authorities under this Agreement, gives the Parent and/or Purchaser and/or the Parent written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice. Such evidence shall consist of an Officer's ’s Certificate of the Parent and/or Purchaser and/or the Parent, or a statutory declaration or a certificate made by persons entitled to sign an Officer's ’s Certificate stating that any such condition has been complied with in accordance with the terms of this Agreement. Whenever such evidence relates to a matter other than the Voting Rights, Rights or the Insolvency Exchange Right or the Rights upon Automatic Exchange Rights andor the taking of any other action to be taken by the Trustee at the request or on the application of Parent and/or Purchaser, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, attorney, auditor, accountant, appraiser, valuer, engineer or other expert or any other person whose qualifications give authority to a statement made by him, provided that if such report or opinion is furnished by a director, officer or employee of the Parent and/or Purchaser and/or the Parent it shall be in the form of an Officer's ’s Certificate or a statutory declaration. Each statutory declaration, certificateOfficer’s Certificate, opinion, opinion or report or other paper or document furnished to the Trustee as evidence of compliance with a condition provided for in this Agreement shall include a statement by the person giving the evidence: (ac) declaring that he such person has read and understands the provisions of this Agreement relating to the condition in question; (bd) describing the nature and scope of the examination or investigation upon which he such person based the statutory declaration, certificate, statement or opinion; and (ce) declaring that he such person has made such examination or investigation as he such person believes is necessary to enable him such person to make the statements or give the opinions contained or expressed therein.

Evidence and Authority to Trustee. The Purchaser and Company, Holdco and/or the Parent shall furnish to the Trustee evidence of compliance with the conditions provided for in this Trust Agreement relating to any action or step required or permitted to be taken by the Purchaser Company, Holdco and/or the Parent for or the Trustee under this Trust Agreement or as a result of any obligation imposed under this Agreement Trust Agreement, including, without limitation, in respect of the Insolvency Voting Rights or the Exchange Right or the Automatic Exchange Rights and the taking of any other action to be taken by the Trustee at the request of or on the application of the Purchaser and Company, Holdco and/or the Parent forthwith if and when: (a) such evidence is required by any other section of this Trust Agreement to be furnished to the Trustee in accordance with the terms of this Section 7.9; or (b) the Trustee, in the exercise of its rights, powers, duties and authorities under this Trust Agreement, gives the Purchaser Company, Holdco and/or the Parent written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice. Such evidence shall consist of an Officer's Certificate of the Purchaser Company, Holdco and/or the Parent, Parent or a statutory declaration or a certificate made by persons entitled to sign an Officer's Certificate stating that any such condition has been complied with in accordance with the terms of this Trust Agreement. Whenever such evidence relates to a matter other than the Voting Rights, Rights or the Insolvency Exchange Right or the Automatic Exchange Rights and, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, auditor, accountant, appraiser, valuer, engineer or other expert or any other person whose qualifications give authority to a statement made by himsuch person, provided that if such report or opinion is furnished by a director, officer or employee of the Purchaser Company, Holdco and/or the Parent it shall be in the form of an Officer's Certificate or a statutory declaration. Each statutory declaration, certificate, opinion, opinion or report or other paper or document furnished to the Trustee as evidence of compliance with a condition provided for in this Trust Agreement shall include a statement by the person giving the evidence: (a) declaring that he such person has read and understands the provisions of this Trust Agreement relating to the condition in question; (b) describing the nature and scope of the examination or investigation upon which he such person based the statutory declaration, certificate, statement or opinion; and (c) declaring that he such person has made such examination or investigation as he such person believes is necessary to enable him such person to make the statements or give the opinions contained or expressed therein.

Evidence and Authority to Trustee. The Purchaser and the Parent Corporation shall furnish to the Trustee evidence of compliance with the conditions precedent provided for in this Agreement indenture relating to any action or step required or permitted to be taken by the Purchaser and/or the Parent for Corporation or the Trustee under this Agreement indenture or as a result of any obligation imposed under this Agreement includingindenture, including without limitation, in respect the certification and delivery of Debentures hereunder, the Insolvency Exchange Right or the Automatic Exchange Rights satisfaction and discharge of this indenture and the taking of any other action to be taken by the Trustee at the request of or on the application of the Purchaser and the Parent Corporation, forthwith if and when: when (a) such evidence is required by any other section Section of this Agreement indenture to be furnished to by the Trustee in accordance with the terms of this Section 7.9; or 12.5 or (b) the Trustee, in the exercise of its rights, powers, rights and duties and authorities under this Agreementindenture, gives the Purchaser and/or the Parent Corporation written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice. Such evidence shall consist of an Officer's Certificate of the Purchaser and/or the Parent, of: (a) a statutory declaration or a certificate made by persons entitled to sign an Officer's Certificate the Chairman of the Board, the President, a Vice-President or the Treasurer of the Corporation stating that any such condition precedent has been complied with in accordance with the terms of this Agreementindenture; (b) in the case of a condition precedent compliance with which is, by the terms of this indenture made subject to review or examination by a solicitor, an opinion of Counsel that such condition precedent has been complied with in accordance with the terms of this indenture; and (c) in the case of any such condition precedent compliance with which is subject to review or examination by auditors or accountants, an opinion or report of the Auditors of the Corporation whom the Trustee for such purposes hereby approves, that such condition precedent has been complied with in accordance with the terms of this indenture. Whenever such evidence relates to a matter other than the Voting Rightscertification and delivery of Debentures and the satisfaction and discharge of this indenture, the Insolvency Exchange Right or the Automatic Exchange Rights and, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, auditor, accountant, appraiser, valuer, engineer or other expert appraiser or any other person whose qualifications give authority to a statement made by him, provided that if such report or opinion is furnished by a director, officer or employee of the Purchaser and/or the Parent Corporation it shall be in the form of an Officer's Certificate or a statutory declaration. Such evidence shall be, so far as appropriate, in accordance with the immediately preceding paragraph of this Section. Each statutory declaration, certificate, opinion, opinion or report or other paper or document furnished with respect to the Trustee as evidence of compliance with a condition precedent provided for in this Agreement indenture shall include (a) a statement by the person giving the evidence: (a) declaring evidence that he has read and understands the is familiar with those provisions of this Agreement indenture relating to the condition precedent in question; , (b) describing a brief statement of the nature and scope of the examination or investigation upon which he based the statutory declarationstatements or opinions contained in such evidence are based, certificate, statement or opinion; and (c) declaring that a statement that, in the belief of the person giving such evidence, he has made such examination or investigation as he believes is necessary to enable him to make the statements or give the opinions contained or expressed therein, and (d) a statement whether in the opinion of such person the conditions precedent in question have been complied with or satisfied. The Corporation shall furnish to the Trustee annually, and at any other reasonable time if the Trustee so requires, its certificate that the Corporation has complied with all covenants, conditions or other requirements contained in this indenture, the non-compliance with which would, with the giving of notice or the lapse of time, or both, or otherwise, constitute an Event of Default, or if such is not the case, specifying the covenant, condition or other requirement which has not been complied with and giving particulars of such non-compliance. The Corporation shall, whenever the Trustee so requires, furnish the Trustee with evidence by way of statutory declaration, opinion, report or certificate as specified by the Trustee as to any action or step required or permitted to be taken by the Corporation or as a result of any obligation imposed by this indenture.

Evidence and Authority to Trustee. The Purchaser and the Parent Duke Energy and/or Exchangeco shall furnish to the Trustee evidence of compliance with the conditions provided for in this Agreement relating to any action or step required or permitted to be taken by the Purchaser Duke Energy and/or the Parent for Exchangeco or the Trustee under this Agreement or as a result of any obligation imposed under this Agreement includingAgreement, without limitation, including in respect of the Insolvency Duke Energy Voting Rights or the Duke Energy Exchange Right or the Duke Energy Automatic Exchange Rights and the taking of any other action to be taken by the Trustee at the request of or on the application of the Purchaser and the Parent forthwith Duke Energy and/or Exchangeco promptly if and when: (a) such evidence is required by any other section of this Agreement to be furnished to the Trustee in accordance with the terms of this Section 7.96.9; or (b) the Trustee, in the exercise of its rights, powers, duties and authorities under this Agreement, gives the Purchaser Duke Energy and/or the Parent Exchangeco written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice. Such evidence shall consist of an Officer's ’s Certificate of the Purchaser Duke Energy and/or the Parent, Exchangeco or a statutory declaration or a certificate made by persons entitled to sign an Officer's ’s Certificate stating that any such condition has been complied with in accordance with the terms of this Agreement. Whenever such evidence relates to a matter other than the Duke Energy Voting Rights, Rights or the Insolvency Duke Energy Exchange Right or the Duke Energy Automatic Exchange Rights andor the taking of any other action to be taken by the Trustee at the request or on the application of Duke Energy and/or Exchangeco, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, attorney, auditor, accountant, appraiser, valuer, engineer or other expert or any other person whose qualifications give authority to a statement made by him, provided that if such report or opinion is furnished by a director, officer or employee of the Purchaser Duke Energy and/or the Parent Exchangeco it shall be in the form of an Officer's ’s Certificate or a statutory declaration. Each statutory declaration, certificateOfficer’s Certificate, opinion, opinion or report or other paper or document furnished to the Trustee as evidence of compliance with a condition provided for in this Agreement shall include a statement by the person giving the evidence: (ac) declaring that he such person has read and understands the provisions of this Agreement relating to the condition in question; (bd) describing the nature and scope of the examination or investigation upon which he such person based the statutory declaration, certificate, statement or opinion; and (ce) declaring that he such person has made such examination or investigation as he such person believes is necessary to enable him such person to make the statements or give the opinions contained or expressed therein.

Evidence and Authority to Trustee. The Purchaser and the Parent Corporation and/or Orbital shall furnish to the Trustee evidence of compliance with the conditions provided for in this Agreement relating to any action or step required or permitted to be taken by the Purchaser Corporation and/or the Parent for Orbital or the Trustee under this Agreement or as a result of any obligation imposed under this Agreement Agreement, including, without limitation, in respect of the Insolvency Voting Rights, the Exchange Right or the Automatic Exchange Rights and the taking of any other action to be taken by the Trustee at the request of or on the application of the Purchaser and the Parent Corporation and/or Orbital forthwith if and when: (a) such evidence is required by any other section of this Agreement to be furnished to the Trustee in accordance with the terms of this Section 7.9section 6.9; or (b) the Trustee, in the exercise of its rights, powers, duties and authorities under this Agreement, gives the Purchaser Corporation and/or the Parent Orbital written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice. Such evidence shall consist of an Officer's Certificate of the Purchaser Corporation and/or the Parent, Orbital or a statutory declaration or a certificate made by persons entitled to sign an Officer's Certificate stating that any such condition has been complied with in accordance with the terms of this Agreement. Whenever such evidence relates to a matter other than the Voting Rights, the Insolvency Exchange Right or the Automatic Exchange Rights andRights, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, auditor, accountant, appraiser, valuer, engineer or other expert or any other person whose qualifications give authority to a statement made by him, provided that if such report or opinion is furnished by a director, officer or employee of the Purchaser Corporation and/or the Parent Orbital it shall be in the form of an Officer's Certificate or a statutory declaration. Each statutory declaration, certificate, opinion, opinion or report or other paper or document furnished to the Trustee as evidence of compliance with a condition provided for in this Agreement shall include a statement by the person giving the evidence: (a) declaring that he has read and understands the provisions of this Agreement relating to the condition in question; (b) describing the nature and scope of the examination or investigation upon which he based the statutory declaration, certificate, statement or opinion; and (c) declaring that he has made such examination or investigation as he believes is necessary to enable him to make the statements or give the opinions contained or expressed therein.

Evidence and Authority to Trustee. The Purchaser and the Parent Corporation and/or Sonic shall --------------------------------- furnish to the Trustee evidence of compliance with the conditions provided for in this Agreement relating to any action or step required or permitted to be taken by the Purchaser Corporation and/or the Parent for Sonic or the Trustee under this Agreement or as a result of any obligation imposed under this Agreement Agreement, including, without limitation, in respect of the Insolvency Voting Rights, the Exchange Right or the Automatic Exchange Rights and the taking of any other action to be taken by the Trustee at the request of or on the application of the Purchaser and the Parent Corporation and/ Sonic forthwith if and when: (a) such evidence is required by any other section of this Agreement to be furnished to the Trustee in accordance with the terms of this Section 7.9section 6.9; or (b) the Trustee, in the exercise of its rights, powers, duties and authorities under this Agreement, gives the Purchaser Corporation and/or the Parent Sonic written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice. Such evidence shall consist of an Officer's Certificate of the Purchaser Corporation and/or the Parent, Sonic or a statutory declaration or a certificate made by persons entitled to sign an Officer's Certificate stating that any such condition has been complied with in accordance with the terms of this Agreement. Whenever such evidence relates to a matter other than the Voting Rights, the Insolvency Exchange Right or the Automatic Exchange Rights andRights, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, auditor, accountant, appraiser, valuer, engineer or other expert or any other person whose qualifications give authority to a statement made by him, provided that if such report or opinion is furnished by a director, officer or employee of the Purchaser Corporation and/or the Parent Sonic it shall be in the form of an Officer's Certificate or a statutory declaration. Each statutory declaration, certificate, opinion, opinion or report or other paper or document furnished to the Trustee as evidence of compliance with a condition provided for in this Agreement shall include a statement by the person giving the evidence: (a) declaring that he has read and understands the provisions of this Agreement relating to the condition in question; (b) describing the nature and scope of the examination or investigation upon which he based the statutory declaration, certificate, statement or opinion; and (c) declaring that he has made such examination or investigation as he believes is necessary to enable him to make the statements or give the opinions contained or expressed therein.

Evidence and Authority to Trustee. The Purchaser and Pixelworks and/or the Parent shall Corporation will furnish to the Trustee evidence of compliance with the conditions provided for in this Agreement agreement relating to any action or step required or permitted to be taken by the Purchaser Pixelworks and/or the Parent for Corporation or the Trustee under this Agreement agreement or as a result of any obligation imposed under this Agreement agreement, including, without limitation, in respect of the Insolvency Voting Rights, the Exchange Right or the Automatic Exchange Rights Right and the taking of any other action to be taken by the Trustee at the request of or on the application of Pixelworks and/or the Purchaser and the Parent forthwith Corporation promptly if and when: (a) such evidence is required by any other section of this Agreement agreement to be furnished to the Trustee in accordance with the terms of this Section 7.9section 6.9; or (b) the Trustee, in the exercise of its rights, powers, duties and authorities under this Agreementagreement, gives the Purchaser Pixelworks and/or the Parent Corporation written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice. Such evidence shall will consist of an Officer's Certificate of the Purchaser Pixelworks and/or the Parent, Corporation or a statutory declaration or a certificate made by persons entitled to sign an Officer's Certificate stating that any such condition has been complied with in accordance with the terms of this Agreementagreement. Whenever such evidence relates to a matter other than the Voting Rights, the Insolvency Exchange Right or the Automatic Exchange Rights andRight or the taking of any other action to be taken by the Trustee at the request or on the application of Pixelworks and/or the Corporation, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, attorney, auditor, accountant, appraiser, valuer, engineer or other expert or any other person whose qualifications give authority to a statement made by himit, provided that if such report or opinion is furnished by a director, officer or employee of the Purchaser Pixelworks and/or the Parent shall Corporation, it must be in the form of an Officer's Certificate or a statutory declaration. Each statutory declaration, certificateOfficer's Certificate, opinion, opinion or report or other paper or document furnished to the Trustee as evidence of compliance with a condition provided for in this Agreement shall agreement will include a statement by the person giving the evidence: (a) declaring that he the person has read and understands the provisions of this Agreement agreement relating to the condition in question; (b) describing the nature and scope of the examination or investigation upon which he the person based the statutory declaration, certificate, statement or opinion; and (c) declaring that he the person has made such examination or investigation as he the person believes is necessary to enable him the person to make the statements or give the opinions contained or expressed thereinherein.

Evidence and Authority to Trustee. The Purchaser and the Parent Jaws Canada and/or Jaws US shall furnish to the Trustee evidence of compliance with the conditions provided for in this Agreement relating to any action or step required or permitted to be taken by the Purchaser Jaws Canada and/or the Parent for Jaws US or the Trustee under this Agreement or as a result of any obligation imposed under this Agreement Agreement, including, without limitation, in respect of the Insolvency Voting Rights or the Exchange Put Right, the Exchange Right or the Automatic Exchange Rights and the taking of any other action to be taken by the Trustee at the request of or on the application of the Purchaser and the Parent Jaws Canada and/or Jaws US forthwith if and when: (a) such evidence is required by any other section of this Agreement to be furnished to the Trustee in accordance with the terms of this Section 7.9; or (b) the Trustee, in the exercise of its rights, powers, duties and authorities under this Agreement, gives the Purchaser Jaws Canada and/or the Parent Jaws US written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice. Such evidence shall consist of an Officer's Certificate of the Purchaser Jaws Canada and/or the Parent, Jaws US or a statutory declaration or a certificate made by persons entitled to sign an Officer's Certificate stating that any such condition has been complied with in accordance with the terms of this Agreement. Whenever such evidence relates to a matter other than the Voting RightsRights or the Exchange Put Right, the Insolvency Exchange Right or the Automatic Exchange Rights andRights, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, auditor, accountant, appraiser, valuer, engineer or other expert or any other person whose qualifications give authority to a statement made by him, provided that that, if such report or opinion is furnished by a director, officer or employee of the Purchaser Jaws Canada and/or the Parent Jaws US, it shall be in the form of an Officer's Certificate or a statutory declaration. Each statutory declaration, certificate, opinion, opinion or report or other paper or document furnished to the Trustee as evidence of compliance with a condition provided for in this Agreement shall include a statement by the person giving the evidence: (ai) declaring that he such person has read and understands the provisions of this Agreement relating to the condition in question; (bii) describing the nature and scope of the examination or investigation upon which he such person based the statutory declaration, certificate, statement or opinion; and (ciii) declaring that he such person has made such examination or investigation as he such person believes is necessary to enable him such person to make the statements or give the opinions contained or expressed therein.

Evidence and Authority to Trustee. The Purchaser and the Parent Corporation and/or IBM shall furnish to the Trustee evidence of compliance with the conditions provided for in this Agreement trust agreement relating to any action or step required or permitted to be taken by the Purchaser Corporation and/or the Parent for IBM or the Trustee under this Agreement trust agreement or as a result of any obligation imposed under this Agreement trust agreement, including, without limitation, in respect of the Insolvency Exchange Right or the Automatic Exchange Rights Right and the taking of any other action to be taken by the Trustee at the request of or on the application of the Purchaser and the Parent Corporation and/or IBM forthwith if and when: (a) such evidence is required by any other section Section of this Agreement trust agreement to be furnished to the Trustee in accordance with the terms of this Section 7.95.9; or (b) the Trustee, in the exercise of its rights, powers, duties and authorities under this Agreementtrust agreement, gives the Purchaser Corporation and/or the Parent IBM written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice. Such evidence shall consist of an Officer's Certificate of the Purchaser Corporation and/or the Parent, IBM or a statutory declaration or a certificate made by persons entitled to sign an Officer's Certificate stating that any such condition has been complied with in accordance with the terms of this Agreementtrust agreement. Whenever such evidence relates to a matter other than the Voting Rights, the Insolvency Exchange Right or the Automatic Exchange Rights and, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, auditor, accountant, appraiser, valuer, engineer or other expert or any other person whose qualifications give authority to a statement made by himsuch person, provided that if such report or opinion is furnished by a director, officer or employee of the Purchaser Corporation and/or the Parent IBM it shall be in the form of an Officer's Certificate or a statutory declaration. Each statutory declaration, certificate, opinion, opinion or report or other paper or document furnished to the Trustee as evidence of compliance with a condition provided for in this Agreement trust agreement shall include a statement by the person giving the evidence: (a) declaring that he such person has read and understands the provisions of this Agreement trust agreement relating to the condition in question;; and (b) describing the nature and scope of the examination or investigation upon which he based the statutory declaration, certificate, statement or opinion; and (c) declaring that he such person has made such examination or investigation as he such person believes is necessary to enable him such person to make the statements or give the opinions contained or expressed therein.

Evidence and Authority to Trustee. The Purchaser and To the Parent shall extent the Corporation and/or BackWeb are required to furnish to the Trustee evidence of compliance with the conditions provided for in this Agreement relating to any action or step required or permitted to be taken by the Purchaser Corporation and/or the Parent for BackWeb or the Trustee under this Agreement or as a result of any obligation imposed under this Agreement Agreement, including, without limitation, in respect of the Insolvency Voting Rights or the Exchange Right or the Automatic Exchange Rights Rights, and the taking of any other action to be taken by the Trustee at the request of or on the application of the Purchaser and the Parent forthwith if and when: (a) Corporation and/or BackWeb, such evidence is required by any other section of this Agreement to be furnished to the Trustee in accordance with the terms of this Section 7.9; or (b) the Trustee, in the exercise of its rights, powers, duties and authorities under this Agreement, gives the Purchaser and/or the Parent written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice. Such evidence shall consist of an Officer's Certificate of the Purchaser Corporation and/or BackWeb, as the Parentcase may be, or a statutory declaration or a certificate made by persons entitled to sign an Officer's Certificate stating that any such condition has been complied with in accordance with the terms of this Agreement. Whenever such evidence relates to a matter other than the Voting Rights, Rights or the Insolvency Exchange Right or the Automatic Exchange Rights and, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, auditor, accountant, appraiser, valuer, engineer or other expert or any other person whose qualifications give authority to a statement made by him, provided that if such report or opinion is furnished by a director, officer or employee of the Purchaser Corporation and/or the Parent BackWeb it shall be in the form of an Officer's Certificate or a statutory declaration. Each statutory declaration, certificate, opinion, opinion or report or other paper or document furnished to the Trustee as evidence of compliance with a condition provided for in this Agreement or as the Trustee may otherwise request shall include a statement by the person giving the evidence: (a) declaring that he has read and understands the provisions of this Agreement relating to the condition in question; (b) describing the nature and scope of the examination or investigation upon which he based the statutory declaration, certificate, statement or opinion; and (c) declaring that he has made such examination or investigation as he believes is necessary to enable him to make the statements or give the opinions contained or expressed therein.