Common use of Form of Documents Delivered to Trustee Clause in Contracts

Form of Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an officer of the Operating Partnership or the Guarantor may be based, insofar as it relates to legal matters, upon an Opinion of Counsel, unless such officer knows, or in the exercise of reasonable care should know, that the Opinion of Counsel with respect to the matters upon which his certificate or opinion is based is erroneous. Any such Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Operating Partnership or the Guarantor, a governmental official or officers or any other Person or Persons, stating that the information with respect to such factual matters is in the possession of the Operating Partnership or the Guarantor unless counsel rendering the Opinion of Counsel knows, or in the exercise of reasonable care should know, that the certificate, opinion or representations with respect to such matters are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture or any Security, they may, but need not, be consolidated and form one instrument.

Form of Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an officer of the Operating general partner of the Partnership or the a Guarantor may be based, insofar as it relates to legal matters, upon an Opinion of Counsela certificate or opinion of, or representations by, counsel, unless such officer knowsknows or, or in the exercise of reasonable care care, should know, know that the Opinion of Counsel certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based is are erroneous. Any such certificate or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Operating general partner of the Partnership or the Guarantor, a governmental official or officers or any other Person or Personsas the case may be, stating that the information with respect to such factual matters is in the possession of the Operating Partnership or the Guarantor Guarantor, as the case may be, unless such counsel rendering the Opinion of Counsel knows, or in the exercise of reasonable care should know, that the certificate, certificate or opinion or representations with respect to such matters are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture or any SecurityIndenture, they may, but need not, be consolidated and form one instrument.

Form of Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an officer of the Operating Partnership Issuer or the any Guarantor may be based, insofar as it relates to legal matters, upon an Opinion of Counsel, unless such officer knows, or in the exercise of reasonable care should know, that the Opinion of Counsel with respect to the matters upon which his such officer’s certificate or opinion is based is erroneous. Any such Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Operating Partnership Issuer or the any Guarantor, a governmental official or officers or any other Person or Persons, stating that the information with respect to such factual matters is in the possession of the Operating Partnership Issuer or the Guarantor any Guarantor, as applicable, unless counsel rendering the Opinion of Counsel knows, or in the exercise of reasonable care should know, that the certificate, opinion or representations with respect to such matters are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture or any Security, they may, but need not, be consolidated and form one instrument.

Form of Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an officer of the Operating Partnership Company or the Guarantor may be based, insofar as it relates to legal matters, upon an Opinion of Counsel; provided that such officer, unless such officer knowsafter reasonable inquiry, or in the exercise of reasonable care should know, has no reason to believe and does not believe that the Opinion of Counsel with respect to the matters upon which his certificate or opinion is based is erroneous. Any such Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Operating Partnership Company or the Guarantor, a governmental official or officers or any other Person or Personsas the case may be, stating that the information with respect to such factual matters is in the possession of the Operating Partnership Company or the Guarantor unless counsel rendering Guarantor, as the Opinion of Counsel knowscase may be; provided that such counsel, or in the exercise of after reasonable care should knowinquiry, has no reason to believe and does not believe that the certificate, certificate or opinion or representations with respect to such matters are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture or any Securitythe Securities, they may, but need not, be consolidated and form one instrument.

Form of Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an officer of the Operating Partnership Issuer or the any Guarantor may be based, insofar as it relates to legal matters, upon an Opinion of Counsel, unless such officer knows, or in the exercise of reasonable care should know, that the Opinion of Counsel with respect to the matters upon which his certificate or opinion is based is erroneous. Any such Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Operating Partnership Issuer or the any Guarantor, a governmental official or officers or any other Person or Persons, stating that the information with respect to such factual matters is in the possession of the Operating Partnership Issuer or the Guarantor any Guarantor, as applicable, unless counsel rendering the Opinion of Counsel knows, or in the exercise of reasonable care should know, that the certificate, opinion or representations with respect to such matters are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture or any Security, they may, but need not, be consolidated and form one instrument.

Form of Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, of any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. The Trustee may conclusively presume that all matters required to take action have been covered by such certificates and opinions delivered at one time. Any certificate or opinion of an officer of the Operating Partnership or the Guarantor Company may be based, insofar as it relates to legal matters, upon an Opinion of Counsela certificate or opinion of, or representations by, counsel, unless such officer knows, knows or in the exercise of reasonable care should know, has reason to believe that the Opinion of Counsel certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based is are erroneous. Any such certificate or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Operating Partnership or the Guarantor, a governmental official or officers or any other Person or PersonsCompany, stating that the information with respect to such factual matters is in the possession of the Operating Partnership or the Guarantor Company, unless such counsel rendering the Opinion of Counsel knows, or in the exercise of reasonable care should know, knows that the certificate, certificate or opinion or representations with respect to such matters are erroneous. Any Opinion of Counsel stated to be based on the opinion of other counsel shall be accompanied by a copy of such other opinion. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture or any SecurityIndenture, they may, but need not, be consolidated and form one instrument.

Form of Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an officer of the Operating Partnership or the Limited Guarantor may be based, insofar as it relates to legal matters, upon an Opinion of Counsel, unless such officer knows, or in the exercise of reasonable care should know, that the Opinion of Counsel with respect to the matters upon which his certificate or opinion is based is erroneous. Any such Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Operating Partnership or the Limited Guarantor, a governmental official or officers or any other Person or Persons, stating that the information with respect to such factual matters is in the possession of the Operating Partnership or the Limited Guarantor unless counsel rendering the Opinion of Counsel knows, or in the exercise of reasonable care should know, that the certificate, opinion or representations with respect to such matters are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture or any Security, they may, but need not, be consolidated and form one instrument.

Form of Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an officer of the Operating Partnership Company or the Guarantor may be based, insofar as it relates to legal matters, upon an Opinion of Counsela certificate or opinion of, or representations by, legal advisors, unless such officer knows, or in the exercise of reasonable care should know, that the Opinion of Counsel certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based is are erroneous. Any such Opinion of Counsel certificate or opinion of, or representations by, legal advisors may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Operating Partnership Company or the Guarantor, a governmental official or officers or any other Person or Personsas the case may be, stating that the information with respect to such factual matters is in the possession of the Operating Partnership Company or the Guarantor Guarantor, as the case may be, unless counsel rendering the Opinion of Counsel knowssuch legal advisors know, or in the exercise of reasonable care should know, that the certificate, certificate or opinion or representations representation with respect to such matters are is erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture or any SecuritySenior Debt Securities Indenture, they may, but need not, be consolidated and form one instrument.

Form of Documents Delivered to Trustee. (a) In any case where several matters are required to be certified by, or covered by an opinion of, of any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. . (b) Any certificate or opinion of an officer of the Operating Partnership or the Guarantor Issuer may be based, insofar as it relates to legal matters, upon an Opinion of Counsela certificate or opinion of, or representations by, counsel, unless such officer knows, knows or in the exercise of reasonable care should know, has reason to believe that the Opinion of Counsel certificate or opinion or representations with respect to the matters upon which his such officer's certificate or opinion is based is erroneousare erroneous or otherwise inaccurate. Any such certificate or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers Authorized Representative of the Operating Partnership or the Guarantor, a governmental official or officers or any other Person or Persons, Issuer stating that the information with respect to such factual matters is in the possession of the Operating Partnership or the Guarantor Issuer, unless such counsel rendering the Opinion of Counsel knows, or in the exercise of reasonable care should know, knows that the certificate, opinion certificate or representations with respect to such matters are erroneous. . (c) Any Opinion of Counsel stated to be based on the opinion of other counsel shall be accompanied by a copy of such other opinion. (d) Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture or any SecurityIndenture, they may, but need not, be consolidated and form one instrument.

Form of Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an officer of the Operating Partnership Company or the Guarantor Guarantor, as the case may be, may be based, insofar as it relates to legal matters, upon an Opinion of Counsel, unless provided that such officer knowsofficer, or in the exercise of after reasonable care should knowinquiry, has no reason to believe and does not believe that the Opinion of Counsel with respect to the matters upon which his certificate or opinion is based is erroneous. Any such Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Operating Partnership Company or the Guarantor, a governmental official or officers or any other Person or Personsas the case may be, stating that the information with respect to such factual matters is in the possession of the Operating Partnership Company or the Guarantor unless counsel rendering Guarantor, as the Opinion of Counsel knowscase may be, or in the exercise of provided that such counsel, after reasonable care should knowinquiry, has no reason to believe and does not believe that the certificate, certificate or opinion or representations with respect to such matters are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture or any Security, they may, but need not, be consolidated and form one instrument.

Form of Documents Delivered to Trustee. In any case where several matters under the Indenture or the Guarantee Agreement are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an officer of the Operating Partnership Company or the Guarantor in connection with the Indenture or the Guarantee Agreement may be based, insofar as it relates to legal matters, upon an Opinion of Counsela certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the Opinion of Counsel certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based is are erroneous. Any such certificate or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Operating Partnership or the Guarantor, a governmental official or officers or any other Person or Persons, Company stating that the information with respect to such factual matters is in the possession of the Operating Partnership or the Guarantor Company, unless such counsel rendering the Opinion of Counsel knows, or in the exercise of reasonable care should know, that the certificate, certificate or opinion or representations with respect to such matters are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture or any SecurityIndenture, they may, but need not, be consolidated and form one instrument.

Form of Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an officer of the Operating Partnership Company or the a Guarantor may be based, insofar as it relates to legal matters, upon an Opinion of Counsela certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the Opinion of Counsel certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based is are erroneous. Any such Opinion of Counsel certificate or opinion of, or representation by, counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Operating Partnership Company or the such Guarantor, a governmental official or officers or any other Person or Personsas the case may be, stating that the information with respect to such factual matters is in the possession of the Operating Partnership Company or such Guarantor, as the Guarantor case may be, unless such counsel rendering the Opinion of Counsel knows, or in the exercise of reasonable care should know, that the certificate, certificate or opinion or representations with respect to such matters are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture or any SecurityIndenture, they may, but need not, be consolidated and form one instrument.

Form of Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an officer of the Operating Partnership or the Guarantor may be based, insofar as it relates to legal matters, upon an Opinion of Counsel, unless such officer knows, or in the exercise of reasonable care should know, that the Opinion of Counsel with respect to the matters upon which his certificate or opinion is based is erroneous. Any such Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Operating Partnership Partnership, the General Partner or the Guarantor, a governmental official or officers or any other Person or Persons, stating that the information with respect to such factual matters is in the possession of the Operating Partnership or the Guarantor unless counsel rendering the Opinion of Counsel knows, or in the exercise of reasonable care should know, that the certificate, opinion or representations with respect to such matters are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture or any Security, they may, but need not, be consolidated and form one instrument.

Form of Documents Delivered to Trustee. (a) In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. . (b) Any certificate Officers' Certificate or opinion Opinion of an officer Counsel of the Operating Partnership Issuer or the Guarantor may be based, insofar as it relates to legal matters, upon an Opinion of Counsela certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the Opinion of Counsel certificate or opinion or representations with respect to the matters upon which his such certificate or opinion is based is erroneous. Any such certificate or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Operating Partnership Issuer or the Guarantor, a governmental official or officers or any other Person or Personsas the case may be, stating that the information with respect to such factual matters is in the possession of the Operating Partnership or the Guarantor such certifying entity unless such counsel rendering the Opinion of Counsel knows, or in the exercise of reasonable care should know, that the certificate, certificate or opinion or representations with respect to such matters are is erroneous. . (c) Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture or any SecurityIndenture, they may, but need not, be consolidated and form one instrument.

Form of Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an officer Officer of the Operating Partnership Company, any Guarantor or other obligor on the Guarantor Notes may be based, insofar as it relates to legal matters, upon an Opinion of Counsela certificate or opinion of, or representations by, counsel, unless such officer Officer knows, or in the exercise of reasonable care should know, that the Opinion of Counsel certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based is are erroneous. Any such certificate or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer Officer or officers Officers of the Operating Partnership Company, any Guarantor or other obligor on the Guarantor, a governmental official or officers or any other Person or Persons, Notes stating that the information with respect to such factual matters is in the possession of the Operating Partnership Company, any Guarantor or other obligor on the Guarantor Notes unless such counsel rendering the Opinion of Counsel knows, or in the exercise of reasonable care should know, that the certificate, certificate or opinion or representations with respect to such matters are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture or any SecurityIndenture, they may, but need not, be consolidated and form one instrument.

Form of Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an officer of the Operating Partnership Issuer or the a Guarantor may be based, insofar as it relates to legal matters, upon an Opinion of Counsel, unless such officer knows, or in the exercise of reasonable care should know, that the Opinion of Counsel opinion with respect to the matters upon which his certificate or opinion is based is erroneous. Any such Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Operating Partnership or the Issuer, a Guarantor, a governmental official or officers or any other Person or Persons, Persons stating that the information with respect to such factual matters is in the possession of the Operating Partnership Issuer or such Guarantor, as the Guarantor case maybe be, unless such counsel rendering the Opinion of Counsel knows, or in the exercise of reasonable care should know, that the certificate, opinion or representations with respect to such matters are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture or any Security, they may, but need not, be consolidated and form one instrument.

Form of Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to the other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an officer of the Operating Partnership Company [or the Guarantor Guarantor] may be based, insofar as it relates to legal matters, upon an Opinion of Counsela certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the Opinion of Counsel certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based is are erroneous. Any such certificate or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Operating Partnership Company [or the Guarantor, a governmental official or officers or any other Person or Persons, as the case may be,] stating that the information with respect to such factual matters is in the possession of the Operating Partnership Company [or the Guarantor Guarantor, as the case may be], unless such counsel rendering the Opinion of Counsel knows, or in the exercise of reasonable care should know, that the certificate, certificate or opinion or representations with respect to such matters are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture or any SecurityIndenture, they may, but need not, be consolidated and form one instrument.

Form of Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an officer of the Operating Partnership Company or the Guarantor Guarantor, as the case may be, may be based, insofar as it relates to legal matters, upon an Opinion of Counsel, or a certificate or representations by counsel, unless such officer knows, or in the exercise of reasonable care should know, that the Opinion of Counsel opinion, certificate or representations with respect to the matters upon which his certificate or opinion is based is are erroneous. Any such Opinion of Counsel or certificate or representations may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Operating Partnership Company or the Guarantor, a governmental official or officers or any other Person or Personsas the case may be, stating that the information with respect as to such factual matters is in the possession of the Operating Partnership Company or the Guarantor Guarantor, unless such counsel rendering the Opinion of Counsel knows, or in the exercise of reasonable care should know, that the certificate, certificate or opinion or representations with respect to such matters are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture or any SecurityIndenture, they may, but need not, be consolidated and form one instrument.

Form of Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an officer Officer of the Operating Partnership Issuer or the any Guarantor may be based, insofar as it relates to legal matters, upon an Opinion of Counsel, unless such officer Officer knows, or in the exercise of reasonable care should know, that the Opinion of Counsel with respect to the matters upon which his certificate or opinion is based is erroneous. Any such Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer Officer or officers Officers of the Operating Partnership Issuer or the any Guarantor, a governmental official or officers or any other Person or Persons, stating that the information with respect to such factual matters is in the possession of the Operating Partnership Issuer or the Guarantor any Guarantor, as applicable, unless counsel rendering the Opinion of Counsel knows, or in the exercise of reasonable care should know, that the certificate, opinion or representations with respect to such matters are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture or any Security, they may, but need not, be consolidated and form one instrument.

Form of Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an officer of the Operating Partnership or the Guarantor Company may be based, insofar as it relates to legal matters, upon an Opinion of Counsela certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, knows that the Opinion of Counsel certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based is are erroneous. Any such Opinion certificate or opinion of Counsel counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Operating Partnership or the Guarantor, a governmental official or officers or any other Person or Persons, Company stating that the information with respect to such factual matters is in the possession of the Operating Partnership or the Guarantor Company, unless such counsel rendering the Opinion of Counsel knows, or in the exercise of reasonable care should know, knows that the certificate, certificate or opinion or representations with respect to such matters are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture or any SecurityIndenture, they may, but need not, be consolidated and form one instrument. SECTION 104. Acts of Holders; Record Date. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are received by the Trustee and, where it is hereby expressly required, to the Company. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 601) conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee reasonably deems sufficient. (c) The Company may, in the circumstances permitted by the Trust Indenture Act, fix any day as the record date for the purpose of determining the Holders entitled to give or take any request, demand, authorization, direction, notice, consent, waiver or other action, or to vote on any action, authorized or permitted to be given or taken by Holders. If not set by the Company prior to the first solicitation of a Holder made by any Person in respect of any such action, or, in the case of any such vote, prior to such vote, the record date for any such action or vote shall be the 30th day (or, if later, the date of the most recent list of Holders required to be provided pursuant to Section 701) prior to such first solicitation or vote, as the case may be. With regard to any record date, only the Holders on such date (or their duly designated proxies) shall be entitled to give or take, or vote on, the relevant action. (d) The ownership of Securities shall be proved by the Security Register. (e) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Security shall bind every future Holder of the same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Company in reliance thereon, whether or not notation of such action is made upon such Security. SECTION 105. Notices, Etc., to Trustee and Company. Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with, (1) the Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Trustee at its Corporate Trust Office, Attention: Trust Officer, or (2) the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to the Company, Attention: Chief Executive Officer, addressed to it at the address of its principal office specified in the first paragraph of this instrument or at any other address previously furnished in writing to the Trustee by the Company with a copy to its General Counsel.

Form of Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect as to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an officer of the Operating Partnership General Partner, any Guarantor, any general partner or manager of any Guarantor or any successor of the Company or any Guarantor may be based, insofar as it relates to legal matters, upon an Opinion of Counsel, or a certificate or representations by counsel, unless such officer knows, or in the exercise of reasonable care should know, that the Opinion of Counsel opinion, certificate or representations with respect to the matters upon which his certificate or opinion is based is are erroneous. Any such Opinion of Counsel or certificate or representations may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Operating Partnership or the General Partner, any Guarantor, a governmental official any general partner or officers manager of any Guarantor or any other Person successor of the Company or Personsany Guarantor, as applicable, stating that the information with respect as to such factual matters is in the possession of the Operating Partnership General Partner, any Guarantor, any general partner or manager of any Guarantor or any successor of the Guarantor Company or any Guarantor, as applicable, unless such counsel rendering the Opinion of Counsel knows, or in the exercise of reasonable care should know, knows that the certificate, certificate or opinion or representations with respect as to such matters are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture or any SecurityIndenture, they may, but need not, be consolidated and form one instrument.

Form of Documents Delivered to Trustee. (a) In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. . (b) Any certificate or opinion of an officer of the Operating Partnership or the Guarantor Buyer may be based, insofar as it relates to legal matters, upon an Opinion of Counsel, unless such officer knows, or in the exercise of reasonable care should know, that the Opinion of Counsel with respect to the matters upon which his a certificate or opinion is based is erroneousof, or representations by, counsel. Any such certificate or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Operating Partnership or the Guarantor, a governmental official or officers or any other Person or Persons, Buyer stating that the information with respect to such factual matters is in the possession of the Operating Partnership Buyer. (c) Any certificate, statement or opinion of an officer of the Guarantor unless Buyer or of counsel rendering the Opinion may be based, insofar as it relates to accounting matters, upon a certificate or opinion of Counsel knows, or representations by an accountant or firm of accountants in the exercise employ of reasonable care should know, the Buyer. Any certificate or opinion of any independent firm of public accountants filed with the Trustee shall contain a statement that the certificate, opinion or representations with respect to such matters are erroneous. firm is independent. (d) Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture or any SecurityAgreement, they may, but need not, be consolidated and form one instrument.

Form of Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate Issuers' Certificate or opinion Opinion of an officer Counsel of the Operating Partnership or the Guarantor Issuers may be based, insofar as it relates to legal matters, upon an Opinion of Counsela certificate or opinion of, or representations by, counsel, unless the person signing such officer knows, Issuers' Certificate or in the exercise of reasonable care should know, that the Opinion of Counsel has actual knowledge that the certificate or opinion or representations with respect to the matters upon which his certificate such Issuers' Certificate or opinion Opinion of Counsel is based is are erroneous. Any such Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers Authorized Officer of the Operating Partnership or the GuarantorIssuers, a governmental official or officers El Paso or any other Person or Personsparty to the Transaction Documents, as applicable, stating that the information with respect to such factual matters is in the possession of the Operating Partnership or the Guarantor such Person unless such counsel rendering the Opinion of Counsel knows, or in the exercise of reasonable care should know, knows that the certificate, certificate or opinion or representations with respect to such matters are erroneous. Any Opinion of Counsel stated to be based on the opinion of other counsel shall be accompanied by a copy of such other opinion. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture or any SecurityNew Indenture, they may, but need not, be consolidated and form one instrument.

Form of Documents Delivered to Trustee. xxi) In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. . (a) Any certificate or opinion of an officer Authorized Officer of the Operating Partnership or the Guarantor Issuer may be based, insofar as it relates to legal matters, upon an Opinion of Counsela certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the Opinion of Counsel certificate or opinion or representations with respect to the matters upon which his or her certificate or opinion is based is are erroneous. Any such certificate of an Authorized Officer or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Operating Partnership Servicer, the Seller or the Guarantor, a governmental official or officers or any other Person or PersonsIssuer, stating that the information with respect to such factual matters is in the possession of the Operating Partnership Servicer, the Seller or the Guarantor Issuer, unless such counsel rendering the Opinion of Counsel knows, or in the exercise of reasonable care should know, that the certificate, certificate or opinion or representations with respect to such matters are erroneous. . (b) Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture or any SecurityIndenture, they may, but need not, be consolidated and form one instrument. (c) Whenever in this Indenture, in connection with any application or certificate or report to the Trustee, it is provided that the Issuer shall deliver any document as a condition of the granting of such application, or as evidence of the Issuer's compliance with any term hereof, it is intended that the truth and accuracy, at the time of the granting of such application or at the effective date of such certificate or report (as the case may be), of the facts and opinions stated in such document shall in such case be conditions precedent to the right of the Issuer to have such application granted or to the sufficiency of such certificate or report. The foregoing shall not, however, be construed to affect the Trustee's right to rely upon the truth and accuracy of any statement or opinion contained in any such document as provided in Article VI.

Form of Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, of any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an officer of of, or Attorney-in-Fact for, the Operating Partnership or the Guarantor Company may be based, insofar as it relates to legal matters, upon an Opinion of Counsela certificate or opinion of, or representations by, counsel, unless such officer or Attorney-in-Fact knows, or in the exercise of reasonable care should know, that the Opinion of Counsel certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based is are erroneous. Any such certificate or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of of, or an Attorney-Fact or Attorneys-in-Fact for, the Operating Partnership or the Guarantor, a governmental official or officers or any other Person or Persons, Company stating that the information with respect to such factual matters is in the possession of the Operating Partnership or the Guarantor Company, unless such counsel rendering the Opinion of Counsel knows, or in the exercise of reasonable care should know, that the certificate, certificate or opinion or representations with respect to such matters are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture or any SecurityIndenture, they may, but need not, be consolidated and form one instrument.

Form of Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate of a Corporation Representative or opinion of an officer of the Operating Partnership or the Guarantor a Pricing Officer may be based, insofar as it relates to legal matters, upon an Opinion of Counsela certificate or opinion of, or representations by, ATP: 1stSuppAgrmnt 17 Counsel to the Corporation, unless such official or officer knows, or in the exercise of reasonable care should know, that the Opinion of Counsel certificate or opinion or representations with respect to the matters upon which his or her certificate or opinion is based is are erroneous. Any such Opinion opinion of Counsel to the Corporation may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer a Corporation Representative, or officers of the Operating Partnership or the Guarantor, a governmental official or officers or any other Person or Persons, Pricing Officer stating that the information with respect to such factual matters is in the possession of the Operating Partnership or Corporation, unless such Counsel of the Guarantor unless counsel rendering the Opinion of Counsel Corporation knows, or in the exercise of reasonable care should know, that the certificate, certificate or opinion or representations with respect to such matters are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture or any SecurityFirst Supplemental Agreement, they may, but need not, be consolidated and form one instrument.

Form of Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an officer any two directors of the Operating Partnership Company or of any two executive officers of the Guarantor may be based, insofar as it relates to legal matters, upon an Opinion of Counsela certificate or opinion of, or representations by, counsel, unless such officer knowsdirectors or officers, as the case may be, know, or in the exercise of reasonable care should know, that the Opinion of Counsel certificate or opinion or representations with respect to the matters upon which his the certificate or opinion is based is are erroneous. Any such Opinion certificate or opinion of Counsel counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Operating Partnership Company or the Guarantor, a governmental official or officers or any other Person or Persons, Guarantor stating that the information with respect to such factual matters is in the possession of the Operating Partnership Company or the Guarantor Guarantor, unless such counsel rendering the Opinion of Counsel knows, or in the exercise of reasonable care should know, that the certificate, certificate or opinion or representations with respect to such matters are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture or any SecurityIndenture, they may, but need not, be consolidated and form one instrument.

Form of Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, of any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an officer of of, or Attorney-in-Fact for, the Operating Partnership or the Guarantor Company may be based, insofar as it relates to legal matters, upon an Opinion of Counsela certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, Attorney-in-Fact knows that the Opinion of Counsel certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based is are erroneous. Any such certificate or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of of, or an Attorney-Fact or Attorneys-in-Fact for, the Operating Partnership or the Guarantor, a governmental official or officers or any other Person or Persons, Company stating that the information with respect to such factual matters is in the possession of the Operating Partnership or the Guarantor Company, unless such counsel rendering the Opinion of Counsel knows, or in the exercise of reasonable care should know, that the certificate, certificate or opinion or representations with respect to such matters are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture or any SecurityIndenture, they may, but need not, be consolidated and form one instrument.

Form of Documents Delivered to Trustee. (a) In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. . (b) Any certificate Officers' Certificate or opinion Opinion of Counsel of an officer of the Operating Partnership Issuer or the Guarantor may be based, insofar as it relates to legal matters, upon an Opinion of Counsela certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the Opinion of Counsel certificate or opinion or representations with respect to the matters upon which his such certificate or opinion is based is erroneous. Any such certificate or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Operating Partnership such Issuer or the Guarantor, a governmental official or officers or any other Person or Personsas the case may be, stating that the information with respect to such factual matters is in the possession of the Operating Partnership or the Guarantor such certifying entity unless such counsel rendering the Opinion of Counsel knows, or in the exercise of reasonable care should know, that the certificate, certificate or opinion or representations with respect to such matters are is erroneous. . (c) Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture or any SecurityIndenture, they may, but need not, be consolidated and form one instrument.

Form of Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an officer of the Operating Partnership Company or the Parent Guarantor may be based, insofar as it relates to legal matters, upon an Opinion a certificate of Counselopinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the Opinion of Counsel certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based is are erroneous. Any such certificate or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Operating Partnership Company or the Parent Guarantor, a governmental official or officers or any other Person or Personsas the case may be, stating that the information with respect to such factual matters is in the possession of the Operating Partnership Company or the Guarantor Parent Guarantor, as the case may be, unless such counsel rendering the Opinion of Counsel knows, or in the exercise of reasonable care should know, that the certificate, certificate or opinion or representations with respect to such matters are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture or any SecurityIndenture, they may, but need not, be consolidated and form one instrument.

Form of Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or instrument required to be given or executed by a Person which is not a natural person may be given or executed on behalf of such Person by any duly authorized designee of such Person. Any certificate or opinion of an officer Officer of the Operating Partnership or the Guarantor Company may be based, insofar as it relates to legal matters, upon an Opinion of Counsela certificate or opinion of, or representations by, counsel, unless such officer Officer knows, or in the exercise of reasonable care should know, that the Opinion of Counsel certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based is are erroneous. Any such Opinion certificate or opinion of Counsel counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer Officer or officers Officers of the Operating Partnership or the Guarantor, a governmental official or officers or any other Person or Persons, Company stating that the information with respect to such factual matters is in the possession of the Operating Partnership or the Guarantor Company, unless such counsel rendering the Opinion of Counsel knows, or in the exercise of reasonable care should know, that the certificate, certificate or opinion or representations with respect to such matters are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture or any SecurityIndenture, they may, but need not, be consolidated and form one instrument.

Form of Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, matters and any such Person may certify or give an opinion as to such matters in one or several documents. Any Opinion of Counsel stated to be based on the opinion of other counsel shall be accompanied by a copy of such other opinion. Any certificate or opinion of an officer of the Operating Partnership Guarantor or the Guarantor Company may be based, insofar as it relates to legal matters, upon an Opinion of Counsela certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the Opinion of Counsel certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based is are erroneous. Any such Opinion certificate or opinion of Counsel counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Operating Partnership Guarantor or the Guarantor, a governmental official or officers or any other Person or Persons, Company stating that the information with respect to such factual matters is in the possession of the Operating Partnership or the Guarantor such Company unless such counsel rendering the Opinion of Counsel knows, or in the exercise of reasonable care should know, that the certificate, certificate or opinion or representations with respect as to such matters are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture or Basic Agreement or, in respect of the Certificates of any Securityseries, this Agreement, they may, but need not, be consolidated and form one instrument.

Form of Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an officer of the Operating Partnership or Company and/or the Guarantor Subsidiary Guarantors may be based, insofar as it relates to legal matters, upon an Opinion of Counsela certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the Opinion of Counsel certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based is are erroneous. Any such certificate or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Operating Partnership Company or the such Subsidiary Guarantor, a governmental official or officers or any other Person or Personsas the case may be, stating that the information with respect to such factual matters is in the possession of the Operating Partnership Company or such Subsidiary Guarantor, as the Guarantor case may be, unless such counsel rendering the Opinion of Counsel knows, or in the exercise of reasonable care should know, that the certificate, certificate or opinion or representations with respect to such matters are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture or any SecurityIndenture, they may, but need not, be consolidated and form one instrument.

Form of Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an officer of the Operating Partnership Company or the Guarantor may be based, insofar as it relates to legal matters, upon an Opinion of Counsela certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the Opinion of Counsel certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based is are erroneous. Any such certificate or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Operating Partnership Company or the Guarantor, a governmental official or officers or any other Person or Persons, Guarantor stating that the information with respect to such factual matters is in the possession of the Operating Partnership Company or the Guarantor Guarantor, as the case may be, unless such counsel rendering the Opinion of Counsel knows, or in the exercise of reasonable care should know, that the certificate, certificate or opinion or representations with respect to such matters are erroneous. Any Opinion of Counsel may be rendered, insofar as it relates to matters of New York law, in reliance on an opinion of New York counsel, which may be an opinion contemporaneously delivered to a third party or parties and shall expressly permit such reliance. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture or any SecurityIndenture, they may, but need not, be consolidated and form one instrument.

Form of Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an officer of the Operating Partnership or the Guarantor may be based, insofar as it relates to legal matters, upon an Opinion of Counsel, unless such officer knows, or in the exercise of reasonable care should know, that the Opinion of Counsel with respect to the matters upon which his certificate or opinion is based is erroneous. Any such Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Operating Partnership or the GuarantorPartnership, a governmental official or officers or any other Person or Persons, stating that the information with respect to such factual matters is in the possession of the Operating Partnership or the Guarantor unless counsel rendering the Opinion of Counsel knows, or in the exercise of reasonable care should know, that the certificate, opinion or representations with respect to such matters are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture or any Security, they may, but need not, be consolidated and form one instrument.

Form of Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an officer of the Operating Partnership Company or the Guarantor may be based, insofar as it relates to legal matters, upon an Opinion of Counsela certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the Opinion of Counsel certificate or opinion, or representations with respect to the matters upon which his certificate or opinion is based is based, are erroneous. Any such certificate or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Operating Partnership Company or the Guarantor, a governmental official or officers or any other Person or Personsas the case may be, stating that the information with respect to such factual matters is in the possession of the Operating Partnership Company or the Guarantor Guarantor, as the case may be, unless such counsel rendering the Opinion of Counsel knows, or in the exercise of reasonable care should know, that the certificate, certificate or opinion or representations with respect to such matters are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture or any SecurityIndenture, they may, but need not, be consolidated and form one instrument.

Form of Documents Delivered to Trustee. (a) In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. . (b) Any certificate Officers’ Certificate or opinion Opinion of an officer Counsel of the Operating Partnership Issuer or the a Guarantor may be based, insofar as it relates to legal matters, upon an Opinion of Counsela certificate or opinion of, or representations by, counsel, unless such officer or counsel knows, or in the exercise of reasonable care should know, that the Opinion of Counsel certificate or opinion or representations with respect to the matters upon which his such certificate or opinion is based is are erroneous. Any such certificate or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Operating Partnership Issuer or the such Guarantor, a governmental official or officers or any other Person or Personsas the case may be, stating that the information with respect to such factual matters is in the possession of the Operating Partnership or the Guarantor such certifying entity unless such counsel rendering the Opinion of Counsel knows, or in the exercise of reasonable care should know, that the certificate, certificate or opinion or representations with respect to such matters are erroneous. . (c) Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture or any SecurityIndenture, they may, but need not, be consolidated and form one instrument.