Common use of Evidence of Compliance with Conditions Precedent Clause in Contracts

Evidence of Compliance with Conditions Precedent. Upon any application or demand by the Corporation to the Debenture Trustee to take any action under any of the provisions of this Indenture, the Corporation shall furnish to the Debenture Trustee an Officers' Certificate stating that in the opinion of the signers all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with. Each certificate or opinion provided for in this Indenture and delivered to the Debenture Trustee with respect to compliance with a condition or covenant provided for in this Indenture (except certificates delivered pursuant to Section 3.05) shall include (1) a statement that the Person making such certificate or opinion has read such covenant or condition; (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (3) a statement that, in the opinion of such Person, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with.

Evidence of Compliance with Conditions Precedent. Upon any application or demand by the Corporation to the Debenture Trustee to take any action under any of the provisions of this Indenture, the Corporation shall furnish to the Debenture Trustee an Officers' Certificate stating that in the opinion of the signers all conditions precedent, if any, precedent provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent have been complied with, except that in the case of any such application or demand as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or demand, no additional certificate or opinion need be furnished. Each certificate or opinion provided for in this Indenture and delivered to the Debenture Trustee with respect to compliance with a condition or covenant provided for in this Indenture (except certificates delivered pursuant to Section 3.05) shall include (1) a statement that the Person person making such certificate or opinion has read such covenant or condition; , (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; , (3) a statement that, in the opinion of such Personperson, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; with and (4) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with.

Evidence of Compliance with Conditions Precedent. Upon any application or demand by the Corporation Company to the Debenture Trustee to take any action under any of the provisions of this Indenture, the Corporation Company shall furnish to the Debenture Trustee an Officers' Certificate stating that in the opinion of the signers all conditions precedent, if any, precedent provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent have been complied with, except that in the case of any such application or demand as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or demand, no additional certificate or opinion need be furnished. Each certificate or opinion provided for in this Indenture and delivered to the Debenture Trustee with respect to compliance with a condition or covenant provided for in this Indenture (except certificates delivered pursuant to Section 3.05) shall include (1) a statement that the Person person making such certificate or opinion has read such covenant or condition; (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (3) a statement that, in the opinion of such Personperson, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with.

Evidence of Compliance with Conditions Precedent. Certificates to Trustee. Upon any application or demand by the Corporation Company to the Debenture ----------------------- Trustee to take any action under any of the provisions of this Indenture, the Corporation Company shall furnish to the Debenture Trustee an Officers' Certificate stating that in the opinion of the signers all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with with, and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with. Each certificate or opinion provided for by or on behalf of the Company in this Indenture and delivered to the Debenture Trustee with respect to compliance with a condition or covenant provided for in this Indenture (except certificates delivered pursuant to Section 3.05) shall include (1) a statement that the Person person making such certificate or opinion has read such covenant or condition; (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements statement or opinions opinion contained in such certificate or opinion are is based; (3) a statement that, in the opinion of such Personperson, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with.

Evidence of Compliance with Conditions Precedent. Upon any application or demand by the Corporation to the Debenture Trustee to take any action under any of the provisions of this Indenture, the Corporation shall furnish to the Debenture Trustee an Officers' ’ Certificate stating that in the opinion of the signers all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with, except that no such Opinion of Counsel shall be required in connection with the authentication and issuance of the initial series of Notes. Each certificate or opinion provided for in this Indenture and delivered to the Debenture Trustee with respect to compliance with a condition or covenant provided for in this Indenture (except certificates delivered pursuant to Section 3.05) shall include (1a) a statement that the Person making such certificate or opinion has read such covenant or condition; (2b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (3c) a statement that, in the opinion of such Person, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4d) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with.

Evidence of Compliance with Conditions Precedent. Upon any application or demand by the Corporation Company to the Debenture Trustee to take any action under any of the provisions of this Indenture, the Corporation Company shall furnish to the Debenture Trustee an Officers' Certificate stating that in the opinion of the signers all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied withwith (except that no such Opinion of Counsel is required to be furnished to the Trustee in connection with the authentication and issuance of Debt Securities issued on the date of this Indenture). Each certificate or opinion provided for in this Indenture and delivered to the Debenture Trustee with respect to compliance with a condition or covenant provided for in this Indenture (except certificates delivered pursuant to Section 3.05) shall include (1a) a statement that the Person person making such certificate or opinion has read such covenant or condition; (2b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (3c) a statement that, in the opinion of such Personperson, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4d) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with.

Evidence of Compliance with Conditions Precedent. Upon any application or demand request by the Corporation Company to the Debenture Trustee to take any action under any of the provisions of this Indenture, the Corporation Company shall furnish to the Debenture Trustee an Officers' Certificate stating that in the opinion of the signers all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with. Each certificate or opinion provided for in this Indenture and delivered to the Debenture Trustee with respect to compliance with a condition or covenant provided for in this Indenture (except other than certificates delivered provided pursuant to Section 3.054.04, which certificates shall comply with the requirements of Section 4.04) shall include include: (1i) a statement that the Person person making such certificate or opinion has read such covenant or condition; (2ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions opinion contained in such certificate or opinion are based; (3iii) a statement that, in the opinion of such Personperson, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4iv) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with. The provisions of this Section 16.05 are in furtherance of and subject to Sections 314(c)(1), 314(c)(2) and 314(e) of the Trust Indenture Act.

Evidence of Compliance with Conditions Precedent. Upon any application or demand by the Corporation Company to the Debenture Trustee to take any action under any of the provisions of this Indenture, the Corporation Company shall furnish to the Debenture Trustee an Officers' Certificate stating that in the opinion of the signers all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with. Each certificate or opinion provided for in this Indenture and delivered to the Debenture Trustee with respect to compliance with a condition or covenant provided for in this Indenture (except other than annual certificates delivered provided pursuant to Section 3.055.08) shall include (1a) a statement that the Person person making such certificate or opinion has read such covenant or condition; (2b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions opinion contained in such certificate or opinion are based; (3c) a statement that, in the opinion of such Personperson, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4d) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with.

Evidence of Compliance with Conditions Precedent. Upon any application or demand request by the Corporation Company to the Debenture Trustee to take any action under any of the provisions of this Indenture, the Corporation Company shall furnish to the Debenture Trustee an Officers' Certificate stating that in the opinion of the signers all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with. Each certificate or opinion provided for in this Indenture and delivered to the Debenture Trustee with respect to compliance with a condition or covenant provided for in this Indenture (except other than certificates delivered provided pursuant to Section 3.053.04, which certificates shall comply with the requirements of Section 3.04) shall include include: (1i) a statement that the Person person making such certificate or opinion has read such covenant or condition; (2ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions opinion contained in such certificate or opinion are based; (3iii) a statement that, in the opinion of such Personperson, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4iv) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with. The provisions of this Section 15.05 are in furtherance of and subject to Sections 314(c)(1), 314(c)(2) and 314(e) of the Trust Indenture Act.

Evidence of Compliance with Conditions Precedent. Upon any application or demand by the Corporation Company to the Debenture Trustee to take any action under any of the provisions of this Indenture, the Corporation Company shall furnish to the Debenture Trustee (which the Trustee shall be fully protected relying on) an Officers' Certificate stating that in the opinion of the signers all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with. Each certificate or opinion provided for in this Indenture and delivered to the Debenture Trustee with respect to compliance with a condition or covenant provided for in this Indenture (except certificates delivered pursuant to Section 3.05) shall include (1) a statement that the Person making such certificate or opinion has read such covenant or condition; (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (3) a statement that, in the opinion of such Person, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with.

Evidence of Compliance with Conditions Precedent. Upon any application or demand request by the Corporation Company to the Debenture Trustee to take any action under any of the provisions of this Indenture, the Corporation Company shall furnish to the Debenture Trustee an Officers' 50 Certificate stating that in the opinion of the signers all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with. Each certificate or opinion provided for in this Indenture and delivered to the Debenture Trustee with respect to compliance with a condition or covenant provided for in this Indenture (except certificates delivered pursuant to Section SECTION 3.05) shall include (1) a statement that the Person making such certificate or opinion has read such covenant or condition; (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (3) a statement that, in the opinion of such Person, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with.

Evidence of Compliance with Conditions Precedent. Upon any application or demand by the Corporation Company request to the Debenture Trustee to take any action under any of the provisions of this Indenture, the Corporation Company shall furnish to the Debenture Trustee an Officers' ’ Certificate stating that in the opinion of the signers all conditions precedent, if anyany (including any covenant, compliance with which constitutes a condition precedent) provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with, except that in the case of any such application or demand as to which the furnishing of such document is specifically required by any provision of this Indenture relating to such particular application or demand, no additional certificate or opinion need be furnished. Each certificate or opinion provided for in this Indenture and delivered to the Debenture Trustee with respect to compliance with a condition or covenant provided for in this Indenture (except certificates delivered Indenture, excluding, for the avoidance of doubt, any Opinion of Counsel pursuant to Section 3.05) 2.02 and any Officers’ Certificate pursuant to Section 5.05, shall include (1a) a statement that the Person making such certificate or opinion has read such covenant or condition; (2b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (3c) a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him such Person to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4d) a statement as to whether or not, in the opinion of such personPerson, such condition or covenant has been complied with.

Evidence of Compliance with Conditions Precedent. Upon any application or demand by the Corporation Company or the Guarantor to the Debenture Trustee to take any action under any of the provisions of this Indenture, the Corporation Company or the Guarantor, as the case may be, shall furnish to the Debenture Trustee an Officers' Certificate stating that in the opinion of the signers all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with. Each certificate or opinion provided for in this Indenture and delivered to the Debenture Trustee with respect to compliance with a condition or covenant provided for in this Indenture (except certificates delivered pursuant to Section 3.05) shall include (1) a statement that the Person person making such certificate or opinion has read such covenant or condition; (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (3) a statement that, in the opinion of such Personperson, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with.

Evidence of Compliance with Conditions Precedent. Upon any application or demand by the Corporation Company to the Debenture Trustee to take any action under any of the provisions of this Indenture, the Corporation Company shall furnish to the Debenture Trustee an Officers' Certificate stating that in the opinion of the signers all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with; provided, however, that such Opinion of Counsel shall not be required in connection with the authentication by the Trustee of the Securities authorized in this Indenture. Each certificate or opinion provided for in this Indenture and delivered to the Debenture Trustee with respect to compliance with a condition or covenant provided for in this Indenture (except certificates delivered pursuant to Section 3.05) shall include (1) a statement that the Person person making such certificate or opinion has read such covenant or condition; (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (3) a statement that, in the opinion of such Personperson, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with.

Evidence of Compliance with Conditions Precedent. Upon any application or demand request by the Corporation Company to the Debenture Trustee to take any action under any of the provisions of this Indenture, the Corporation Company shall furnish to the Debenture Trustee an Officers' Certificate stating that in the opinion of the signers all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with. Each certificate or opinion provided for in this Indenture and delivered to the Debenture Trustee with respect to compliance with a condition or covenant provided for in this Indenture (except other than certificates delivered provided pursuant to Section 3.053.04, which certificates shall comply with the requirements of Section 3.04) shall include include: (1i) a statement that the Person person making such certificate or opinion has read such covenant or condition; (2ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions opinion contained in such certificate or opinion are based; (3iii) a statement that, in the opinion of such Personperson, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4iv) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with. The provisions of this Section 13.05 are in furtherance of and subject to Sections 314(c)(1), 314(c)(2) and 314(e) of the Trust Indenture Act.

Evidence of Compliance with Conditions Precedent. Upon any application or demand by the Corporation to the Debenture Trustee to take any action under any of the provisions of this Indenture, the Corporation shall furnish to the Debenture Trustee an Officers' ’ Certificate stating that in the opinion of the signers all conditions precedent, if any, precedent provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent have been complied with, except that in the case of any such application or demand as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or demand, no additional certificate or opinion need be furnished. Each certificate or opinion provided for in this Indenture and delivered to the Debenture Trustee with respect to compliance with a condition or covenant provided for in this Indenture shall include: (except certificates delivered pursuant to Section 3.05) shall include (1i) a statement that the Person person making such certificate or opinion has read such covenant or condition; (2ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (3iii) a statement that, in the opinion of such Personperson, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4iv) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with.

Evidence of Compliance with Conditions Precedent. Upon any application or demand by the Corporation to the Debenture Trustee to take any action under any of the provisions of this Indenture, the Corporation shall furnish to the Debenture Trustee an Officers' Certificate stating that in the opinion of the signers all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with, except that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Each certificate or opinion provided for in this Indenture and delivered to the Debenture Trustee with respect to compliance with a condition or covenant provided for in this Indenture (except certificates delivered pursuant to Section 3.053.5) shall include (1) a statement that the Person making such certificate or opinion has read such covenant or condition; (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (3) a statement that, in the opinion of such Person, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with.

Evidence of Compliance with Conditions Precedent. Upon any application or demand by the Corporation Company to the Debenture Trustee to take any action under any of the provisions of this Indenture, the Corporation Company shall furnish to the Debenture Trustee an Officers' Certificate stating that in the opinion of the signers all conditions precedent, if any, precedent provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent have been complied with, except that in the case of any such application or demand as to which the furnishing of such documents is specifically required by 65 72 any provision of this Indenture relating to such particular application or demand, no additional certificate or opinion need be furnished. Each certificate or opinion provided for in this Indenture and delivered to the Debenture Trustee with respect to compliance with a condition or covenant provided for in this Indenture (except certificates delivered pursuant to Section 3.05) shall include (1) a statement that the Person person making such certificate or opinion has read such covenant or condition; (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (3) a statement that, in the opinion of such Personperson, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with.

Evidence of Compliance with Conditions Precedent. Upon any application or demand by the Corporation to the Debenture Trustee to take any action under any of the provisions of this Indenture, the Corporation shall furnish to the Debenture Trustee (which the Debenture Trustee shall be fully protected relying on) an Officers' Certificate stating that in the opinion of the signers all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with. Each certificate or opinion provided for in this Indenture and delivered to the Debenture Trustee with respect to compliance with a condition or covenant provided for in this Indenture (except certificates delivered pursuant to Section 3.05) shall include (1) a statement that the Person making such certificate or opinion has read such covenant or condition; (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (3) a statement that, in the opinion of such Person, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with.

Evidence of Compliance with Conditions Precedent. Upon any application or demand by the Corporation to the Debenture Trustee to take any action under any of the provisions of this Indenture, the Corporation shall furnish to the Debenture Trustee an Officers' Certificate stating that in the opinion of the signers all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with. Each certificate or opinion provided for in this Indenture and delivered to the Debenture Trustee with respect to compliance with a condition or covenant provided for in this Indenture (except certificates delivered pursuant to Section 3.05) shall include include: (1) a statement that the Person making such certificate or opinion has read such covenant or condition; (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (3) a statement that, in the opinion of such Person, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with.

Evidence of Compliance with Conditions Precedent. Upon any application or demand by the Corporation to the Debenture Trustee to take any action under any of the provisions of this Indenture, the Corporation (a) The Sponsor shall furnish to the Debenture Property Trustee an Officers' Certificate stating that in evidence of compliance with the opinion of the signers all conditions precedent, if any, provided for in this Indenture relating the Trust Agreement (including any covenants compliance with which constitutes a condition precedent) which relate to the proposed satisfaction and discharge of the Trust Agreement, or to any other action have been complied with and an Opinion to be taken by the Property Trustee at the request or upon the application of Counsel stating that, such obligor. Such evidence shall consist of the following: (i) Certificates or opinions made by officers of the Sponsor who are specified in the opinion of such counselTrust Agreement, all stating that such conditions precedent have been complied with. ; and (ii) An opinion of counsel (who may be of counsel of the Sponsor) stating that in his opinion such conditions precedent have been complied with. (b) Each certificate or opinion provided for in this Indenture and delivered to the Debenture Trustee with respect to compliance with a condition or covenant provided for in this Indenture (except certificates delivered pursuant to Section 3.05) the Trust Agreement shall include (1) a statement that the Person person making such certificate or opinion has read such covenant or condition; (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (3) a statement that, in the opinion of such Personperson, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with.

Evidence of Compliance with Conditions Precedent. Upon any application or demand by the Corporation Company to the Debenture Trustee to take any action under any of the provisions of this Indenture, the Corporation Company shall furnish to the Debenture Trustee an Officers' ’ Certificate stating that in the opinion of the signers all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied withwith (except that no such Opinion of Counsel is required to be furnished to the Trustee in connection with the authentication and issuance of Debt Securities issued on the date of this Indenture). Each certificate or opinion provided for in this Indenture and delivered to the Debenture Trustee with respect to compliance with a condition or covenant provided for in this Indenture (except certificates delivered pursuant to Section 3.05) shall include (1a) a statement that the Person person making such certificate or opinion has read such covenant or conditioncondition and the definitions relating thereto; (2b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (3c) a statement that, in the opinion of such Personperson, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4d) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with.

Evidence of Compliance with Conditions Precedent. Certificates -------------------------------------------------------------- to Trustee. Upon any application or demand by the Corporation Company to the Debenture Trustee to ---------- take any action under any of the provisions of this Indenture, the Corporation Company shall furnish to the Debenture Trustee an Officers' Officer's Certificate stating that in the opinion of the signers person executing such Officer's Certificate all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with satisfied, and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied withsatisfied (except that an Opinion of Counsel shall not be required for the initial issuance and authentication of the Notes). Each certificate or opinion provided for by or on behalf of the Company in this Indenture and delivered to the Debenture Trustee with respect to compliance with a condition or covenant provided for in this Indenture (except certificates delivered pursuant to Section 3.05) shall include (1) a statement that the Person person making such certificate or opinion has read such covenant or condition; (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements statement or opinions opinion contained in such certificate or opinion are is based; (3) a statement that, in the opinion of such Personperson, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied withsatisfied.

Evidence of Compliance with Conditions Precedent. Upon any application or demand by the Corporation Company to the Debenture Trustee to take any action under any of the provisions of this Indenture, the Corporation Company shall furnish to the Debenture Trustee an Officers' Certificate stating that in the opinion of the signers all conditions precedent, if any, precedent provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent have been complied with, except that in the case of any such application or demand as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or demand, no additional certificate or opinion need be furnished. Each certificate or opinion provided for in this Indenture and delivered to the Debenture Trustee with respect to compliance with a condition or covenant provided for in this Indenture (except certificates delivered pursuant to Section 3.05) shall include (1) a statement that the Person person making such certificate or opinion has read such covenant or condition; (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (3) a statement that, in the opinion of such Personperson, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with.or

Evidence of Compliance with Conditions Precedent. Upon any application or demand by the Corporation Company to the Debenture Debt Trustee to take any action under any of the provisions of this Indenture, the Corporation Company shall furnish to the Debenture Debt Trustee an Officers' Officer's Certificate stating that in the opinion of the signers all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with. Each certificate or opinion provided for in this Indenture and delivered to the Debenture Debt Trustee with respect to compliance with a condition or covenant provided for in this Indenture (except certificates delivered pursuant to Section 3.05) shall include (1) a statement that the Person making such certificate or opinion has read such covenant or condition; (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (3) a statement that, in the opinion of such Person, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with.

Evidence of Compliance with Conditions Precedent. Upon any application or demand by the Corporation Company to the Debenture Trustee to take any action under any of the provisions of this Indenture, the Corporation Company shall furnish to the Debenture Trustee an Officers' Certificate stating that in the opinion of the signers all conditions precedent, if any, precedent provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent have been complied with, except that in the case of any such application or demand as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or demand, no additional certificate or opinion need be furnished. Each certificate or opinion provided for in this Indenture and delivered to the Debenture Trustee with respect to compliance with a condition or covenant provided for in this Indenture (except certificates delivered pursuant to Section 3.05) shall include (1) a statement that the Person making such certificate or opinion has read such covenant or condition; (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (3) a statement that, in the opinion of such Person, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4) a statement as to whether or not, in the opinion of such personPerson, such condition or covenant has been complied with.

Evidence of Compliance with Conditions Precedent. Upon any application or demand by the Corporation Company to the Debenture Indenture Trustee to take any action under any of the provisions of this Indenture, the Corporation Company shall furnish to the Debenture Indenture Trustee an Officers' Certificate stating that in the opinion of the signers all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with. with (except that no such Opinion of Counsel is required to be furnished to the Indenture Trustee in connection with the authentication and issuance of Debt Securities.) Each certificate or opinion provided for in this Indenture and delivered to the Debenture Indenture Trustee with respect to compliance with a condition or covenant provided for in this Indenture (except certificates delivered pursuant to Section 3.05) shall include (1) a statement that the Person person making such certificate or opinion has read such covenant or conditioncondition and the definitions relating thereto; (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (3) a statement that, in the opinion of such Personperson, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with.

Evidence of Compliance with Conditions Precedent. Upon any application or demand by the Corporation Company to the Debenture Trustee to take any action under any of the provisions of this Third Amended and Restated Indenture, the Corporation Company shall furnish to the Debenture Trustee an Officers' Certificate stating that in the opinion of the signers all conditions precedent, if any, provided for in this Third Amended and Restated Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with. Each certificate or opinion provided for in this Third Amended and Restated Indenture and delivered to the Debenture Trustee with respect to compliance with a condition or covenant provided for in this Third Amended and Restated Indenture (except certificates delivered pursuant to Section 3.05) shall include include: (1) a statement that the Person person making such certificate or opinion has read such covenant or condition; (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions opinion contained in such certificate or opinion are based; (3) a statement that, in the opinion of such Personperson, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with.

Evidence of Compliance with Conditions Precedent. Upon any application or demand by the Corporation to the Debenture Trustee to take any action under any of the provisions of this Indenture, the Corporation shall furnish to the Debenture Trustee an Officers' Certificate stating that in the opinion of the signers all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with. Each certificate or opinion provided for in this Indenture and delivered to the Debenture Trustee with respect to compliance with a condition or covenant provided for in this Indenture Indentuure (except certificates delivered pursuant to Section 3.05) shall include (1) a statement that the Person making such certificate or opinion has read such covenant or condition; (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (3) a statement that, in the opinion of such Person, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with.

Evidence of Compliance with Conditions Precedent. Upon any application or demand by the Corporation to the Debenture Trustee to take any action under any of the provisions of this Indenture, the Corporation shall furnish to the Debenture Trustee (which the Debenture Trustee shall be fully protected in relying on) an Officers' Certificate stating that in the opinion of the signers all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with. Each certificate or opinion provided for in this Indenture and delivered to the Debenture Trustee with respect to compliance with a condition or covenant provided for in this Indenture (except certificates delivered pursuant to Section 3.053.5) shall include (1) a statement that the Person making such certificate or opinion has read such covenant or condition; (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (3) a statement that, in the opinion of such Person, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with.

Evidence of Compliance with Conditions Precedent. Upon any application or demand by the Corporation Company to the Debenture Trustee to take any action under any of the provisions of this Indenture, the Corporation Company shall furnish to the Debenture Trustee an Officers' ’ Certificate stating that in the opinion of the signers all conditions precedent, if any, precedent provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent have been complied with, except that in the case of any such application or demand as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or demand, no additional certificate or opinion need be furnished. Each certificate or opinion provided for in this Indenture and delivered to the Debenture Trustee with respect to compliance with a condition or covenant provided for in this Indenture (except certificates delivered pursuant to Section 3.05) shall include (1) a statement that the Person making such certificate or opinion has read such covenant or condition; (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (3) a statement that, in the opinion of such Person, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4) a statement as to whether or not, in the opinion of such personPerson, such condition or covenant has been complied with.

Evidence of Compliance with Conditions Precedent. Certificates -------------------------------------------------------------- to Trustee. Upon any application or demand by the Corporation Company to the Debenture Trustee to take ---------- any action under any of the provisions of this Indenture, the Corporation Company shall furnish to the Debenture Trustee an Officers' Certificate stating that in the opinion of the signers all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with with, and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with. Each certificate or opinion provided for in this Indenture and delivered to the Debenture Trustee with respect to compliance with a condition or covenant provided for in this Indenture (except certificates delivered pursuant to Section 3.05) shall include include: (1) a statement that the Person person making such certificate or opinion has read such covenant or condition; (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements statement or opinions opinion contained in such certificate or opinion are is based; (3) a statement that, in the opinion of such Personperson, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with.

Evidence of Compliance with Conditions Precedent. Upon any application or demand by the Corporation to the Debenture Trustee to take any action under any of the provisions of this Indenture, the Corporation (a) The Depositor shall furnish to the Debenture Property Trustee an Officers' Certificate stating that in evidence of compliance with the opinion of the signers all conditions precedent, if any, provided for in this Indenture relating the Trust Agreement (including any covenants compliance with which constitutes a condition precedent) which relate to the proposed satisfaction and discharge of the Trust Agreement, or to any other action have been complied with and an Opinion to be taken by the Property Trustee at the request or upon the application of Counsel stating that, such obligor. Such evidence shall consist of the following: (i) Certificates or opinions made by officers of the Depositor who are specified in the opinion of such counselTrust Agreement, all stating that such conditions precedent have been complied with. ; and (ii) An opinion of counsel (who may be of counsel of the Depositor) stating that in his opinion such conditions precedent have been complied with. (b) Each certificate or opinion provided for in this Indenture and delivered to the Debenture Trustee with respect to compliance with a condition or covenant provided for in this Indenture (except certificates delivered pursuant to Section 3.05) the Trust Agreement shall include (1) a statement that the Person person making such certificate or opinion has read such covenant or condition; (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (3) a statement that, in the opinion of such Personperson, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with.

Evidence of Compliance with Conditions Precedent. Upon any application or demand by the Corporation Guarantor to the Debenture Capital Securities Guarantee Trustee to take any action under any of the provisions of this IndentureSeries B Capital Securities Guarantee, the Corporation Guarantor shall furnish to the Debenture Capital Securities Guarantee Trustee an Officers' ’ Certificate stating that in the opinion of the signers all conditions precedent, if any, provided for in this Indenture Series B Capital Securities Guarantee relating to the proposed action have been complied with and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with. Each certificate or opinion provided for in this Indenture Series B Capital Securities Guarantee and delivered to the Debenture Capital Securities Guarantee Trustee with respect to compliance with a condition or covenant provided for in this Indenture (except certificates delivered pursuant to Section 3.05) Series B Capital Securities Guarantee shall include (1) a statement that the Person person making such certificate or opinion has read such covenant or condition; (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (3) a statement that, in the opinion of such Personperson, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with.

Evidence of Compliance with Conditions Precedent. Upon any application or demand by the Corporation Company or the Guarantor to the Debenture Trustee to take any action under any of the provisions of this Indenture, the Corporation Company or the Guarantor shall furnish to the Debenture Trustee an Officers' ’ Certificate stating that in the opinion of the signers all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied withwith (except that no such Opinion of Counsel is required to be furnished to the Trustee in connection with the authentication and issuance of Debt Securities issued on the date of this Indenture). Each certificate or opinion provided for in this Indenture and delivered to the Debenture Trustee with respect to compliance with a condition or covenant provided for in this Indenture (except certificates delivered pursuant to Section 3.05) shall include (1a) a statement that the Person person making such certificate or opinion has read such covenant or condition; (2b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (3c) a statement that, in the opinion of such Personperson, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4d) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with.

Evidence of Compliance with Conditions Precedent. Upon any application or demand by the Corporation to the Debenture Trustee to take any action under any of the provisions of this Indenture, the Corporation shall furnish to the Debenture Trustee (which the Debenture Trustee shall be fully protected relying on) an Officers' Certificate stating that in the opinion of the signers all conditions precedent, if any, provided for in this -53- 61 Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with. Each certificate or opinion provided for in this Indenture and delivered to the Debenture Trustee with respect to compliance with a condition or covenant provided for in this Indenture (except certificates delivered pursuant to Section 3.05) shall include (1) a statement that the Person making such certificate or opinion has read such covenant or condition; (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (3) a statement that, in the opinion of such Person, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with.

Evidence of Compliance with Conditions Precedent. Upon any application or demand by the Corporation Company to the Debenture Trustee to take any action under any of the provisions of this Indenture, the Corporation Company shall furnish to the Debenture Trustee an Officers' Certificate stating that in the opinion of the signers all conditions precedent, if any, precedent provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that, that in the opinion of such counsel, counsel all such conditions precedent have been complied with, except that in the case of any such application or demand as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or demand, no additional certificate or opinion need be furnished. Each certificate or opinion provided for in this Indenture and delivered to the Debenture Trustee with respect to 10 compliance with a condition or covenant provided for in this Indenture (except certificates delivered pursuant to Section 3.05) shall include (1I) a statement that the Person person making such certificate or opinion has read such covenant or condition; (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (3) a statement that, in the opinion of such Personperson, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with.

Evidence of Compliance with Conditions Precedent. Upon any application or demand by the Corporation Company or the Guarantor to the Debenture Trustee to take any action under any of the provisions of this Indenture, the Corporation Company or the Guarantor shall furnish to the Debenture Trustee an Officers' Certificate stating that in the opinion of the signers all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied withwith (except that no such Opinion of Counsel is required to be furnished to the Trustee in connection with the authentication and issuance of Debt Securities issued on the date of this Indenture). Each certificate or opinion provided for in this Indenture and delivered to the Debenture Trustee with respect to compliance with a condition or covenant provided for in this Indenture (except certificates delivered pursuant to Section 3.05) shall include (1a) a statement that the Person person making such certificate or opinion has read such covenant or condition; (2b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (3c) a statement that, in the opinion of such Personperson, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4d) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with.. 57

Evidence of Compliance with Conditions Precedent. Upon any application or demand by the Corporation Company to the Debenture Trustee to take any action under any of the provisions of this Third Amended and Restated Indenture, the Corporation Company shall furnish to the Debenture Trustee an Officers' Certificate stating that in the opinion of the signers all conditions precedent, if any, provided for in this Third Amended and Restated Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with. Each certificate or opinion provided for in this Third Amended and Restated Indenture and delivered to the Debenture Trustee with respect to compliance with a condition or covenant provided for in this Third Amended and Restated Indenture (except certificates delivered pursuant to Section 3.05) shall include include: (1) a statement that the Person making such certificate or opinion has read such covenant or condition; (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions opinion contained in such certificate or opinion are based; (3) a statement that, in the opinion of such Person, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4) a statement as to whether or not, in the opinion of such personPerson, such condition or covenant has been complied with.

Evidence of Compliance with Conditions Precedent. Upon any application or demand request by the Corporation Company to the Debenture Trustee to take any action under any of the provisions of this Indenture, the Corporation Company shall furnish to the Debenture Trustee an Officers' Certificate stating that in the opinion of the signers all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with. Each certificate or opinion provided for in this Indenture and delivered to the Debenture Trustee with respect to compliance with a condition or covenant provided for in this Indenture (except other than certificates delivered provided pursuant to Section 3.053.04, which certificates shall comply with the requirements of Section 3.04) shall include include: (1i) a statement that the Person person making such certificate or opinion has read such covenant or condition; (2ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions opinion contained in such certificate or opinion are based; (3iii) a statement that, in the opinion of such Personperson, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4iv) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with. The provisions of this Section 12.05 are in furtherance of and subject to Sections 314(c)(1), 314(c)(2) and 314(e) of the Trust Indenture Act.