Common use of Over Allotment Option Clause in Contracts

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Underwriters shall have received: (1) A certificate, dated such Date of Delivery, of the Chief Executive Officer, President or Executive Vice President of the Company and the Chief Financial Officer or Chief Accounting Officer of the Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(e) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinions of Ronald E. Christian, General Counsel of the Company and Xxxxxx & Xxxxxxxxg, counsel for the Company, each in form xxx xubstaxxx xxxxsfactory to the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions required by Sections 5(b) and 5(c) hereof. (3) The favorable opinion of Sidley Austin Brown & Wood LLP, counsel for the Underwriters, dated xxxx Xxxx xx Dexxxxry, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(d) hereof. (4) A letter from Arthur Andersen LLP, in form and substance satisfactory to txx Xxdxxxxxxxxs and dated such Date of Delivery, substantially in the same form and substance as the letter furnished to the Underwriters pursuant to Section 5(f) hereof, except that the "specified date" on the letter furnished pursuant to this paragraph shall be a date not more than three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company's other securities by any nationally recognized statistical rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review its rating of the Underwritten Securities or any of the Company's other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Underwriters Xxxxxxx Xxxxx shall have received: (1) A certificate, dated such Date of Delivery, of the President and Chief Executive Officer, President Officer or Executive a Vice President of the Company and the Chief Financial Officer or Chief Accounting Officer of the Company, chief financial or chief accounting officer of the Company on behalf of the Company and on behalf of the Company in its capacity as general partner of the Operating Partnership confirming that the certificate delivered at the Closing Time pursuant to Section 5(e5(f) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinions opinion of Ronald E. ChristianXxxxxxx, General Counsel of the Company and Xxxxxx Procter & XxxxxxxxgXxxx LLP, counsel for the CompanyCompany and the Operating Partnership, each in form xxx xubstaxxx xxxxsfactory and substance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Sections 5(b) and 5(e) hereof. (3) The favorable opinion of Goulston & Storrs, P.C., special counsel for the Company and the Operating Partnership in form and substance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect extent as the opinions opinion required by Sections 5(b5(c) and 5(c5(e) hereof. (34) The favorable opinion of Sidley Austin Brown Xxxxx & Wood Xxxx LLP, counsel for the Underwriters, dated xxxx Xxxx xx Dexxxxrysuch Date of Delivery, relating to the Option Underwritten Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section Sections 5(d) and 5(e) hereof. (45) A letter from Arthur Andersen LLPCoopers & Xxxxxxx L.L.P., in form and substance satisfactory to txx Xxdxxxxxxxxs Xxxxxxx Xxxxx and dated such Date of Delivery, substantially in the same form in scope and substance as the letter furnished to the Underwriters Xxxxxxx Xxxxx pursuant to Section 5(f5(g) hereof, except that the "specified date" on in the letter furnished pursuant to this paragraph Section 5(n) (5) shall be a date not more than three business days prior to such Date of Delivery. (56) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company's or Operating Partnership's other securities by any nationally recognized statistical such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review its rating of the Underwritten Securities or any of the Company's or the Operating Partnership's other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Underwriters Representative shall have received: (1) A certificate, dated such Date of Delivery, of the Chief Executive OfficerChairman, the President or Executive any Vice President of the Company and the Chief Financial Officer or Chief Accounting Officer of the Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(e5(d) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinions opinion of Ronald E. Christianany of James T. Foran, General Counsel of the Company and Xxxxxx & XxxxxxxxgEsquire, R. Edwin Selover, Esquire, or David P. Xxxxx, Xxxxxxe, counsel for the CompanyXxxxxxx, each in form xxx xubstaxxx xxxxsfactory xxxxxxxxx satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions opinion required by Sections Section 5(b) and 5(c) hereof. (3) The favorable opinion of Sidley Austin Brown & Wood LLP, counsel for the Underwriters, dated xxxx Xxxx xx Dexxxxrysuch Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(d5(c) hereof. (4) A letter from Arthur Andersen Deloitte & Touche LLP, in form and substance satisfactory to txx Xxdxxxxxxxxs the Representative and dated such Date of Delivery, substantially in the same form and substance as the letter furnished to the Underwriters Representative pursuant to Section 5(f) hereof, except that the "specified date" on in the letter furnished pursuant to this paragraph shall be a date not more than three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company's other securities by any nationally recognized statistical rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review its rating of the Underwritten Securities or any of the Company's other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Underwriters [Underwriter] shall have received: (1) A certificate, dated such Date of Delivery, of the Chief Executive OfficerChairman, the President or Executive any Vice President of the Company and the Chief Financial Officer or Chief Accounting Officer of the Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(e5(d) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinions opinion of Ronald E. Christian, General Counsel of the Company and Xxxxxx Xxxxxxx Xxxxx Xxxxxxx & XxxxxxxxgXxxxxxxxx, counsel for the Company, each [together with the favorable opinion of [*], special [*] counsel for the Company, each] in form xxx xubstaxxx xxxxsfactory and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions opinion required by Sections Section 5(b) and 5(c) hereof. (3) The favorable opinion of Sidley Austin Brown Xxxxx & Wood LLP, counsel for the Underwriters, dated xxxx Xxxx xx Dexxxxrysuch Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(d5(c) hereof. (4) A letter from Arthur Andersen Deloitte & Touche LLP, in form and substance satisfactory to txx Xxdxxxxxxxxs [Underwriter] and dated such Date of Delivery, substantially in the same form and substance as the letter furnished to the Underwriters [Underwriter] pursuant to Section 5(f) hereof, except that the "specified date" on the letter furnished pursuant to this paragraph shall be a date not more than three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company's other securities by any nationally recognized statistical such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review its rating of the Underwritten Securities or any of the Company's other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and the Underwriters exercise their Underwriter exercises its option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct as of each the Date of Delivery, and, at the relevant Date of Delivery, the Underwriters Underwriter shall have received: (1) A certificate, dated such Date of Delivery, of the Chief Executive Officer, President or Executive a Vice President of the Company and the Chief Financial Officer chief financial officer or Chief Accounting Officer chief accounting officer of the Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(e5(d) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinions opinion of Ronald E. ChristianWilsxx Xxxxxxx Xxxxxxxx & Xosaxx, General Counsel of the Company and Xxxxxx & XxxxxxxxgXxofessional Corporation, counsel for the Company, each in form xxx xubstaxxx xxxxsfactory and substance reasonably satisfactory to counsel for the Underwriter, dated such Date of Delivery, relating to the Option Securities and otherwise to the same effect as the opinion required by Section 5(b) hereof. (3) The favorable opinion of Lathxx & Xatkxxx, xxunsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions required by Sections 5(b) and 5(c) hereof. (3) The favorable opinion of Sidley Austin Brown & Wood LLP, counsel for the Underwriters, dated xxxx Xxxx xx Dexxxxry, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(d5(c) hereof. (4) A letter from Arthur Andersen KPMG LLP, in form and substance satisfactory to txx Xxdxxxxxxxxs the Underwriter and dated such Date of Delivery, substantially in the same form and substance as the letter furnished to the Underwriters Underwriter pursuant to Section 5(f) hereof, except that the "specified date" on the letter furnished pursuant to this paragraph shall be a date not more than three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms this Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company's other securities by any nationally recognized statistical such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review its rating of the Underwritten Securities or any of the Company's other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Underwriters Delivery [Managing Underwriter] shall have received: (1) A certificate, dated such Date of Delivery, of the Chief Executive Officer, President or Executive a Vice President of the Company and the Chief Financial Officer chief financial officer or Chief Accounting Officer chief accounting officer of the Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(e5(d) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinions opinion of Ronald E. Christian, Latham & Watkins and the General Counsel of the Company and Xxxxxx & Xxxxxxxxg, counsel for anx xxxnsex xxx the Company, each in form xxx xubstaxxx xxxxsfactory and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions opinion required by Sections Section 5(b) and 5(c) hereof. (3) The favorable opinion of Sidley Austin Brown & Wood LLP, counsel for the Underwriters, dated xxxx Xxxx xx Dexxxxrysuch Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(d5(c) hereof. (4) A letter from Arthur Andersen LLP[independent auditor], in form and substance satisfactory to txx Xxdxxxxxxxxs [Managing Underwriter] and dated such Date of Delivery, substantially in the same form and substance as the letter furnished to the Underwriters [Managing Underwriter] pursuant to Section 5(f) hereof, except that the "specified date" on the letter furnished pursuant to this paragraph shall be a date not more than three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company's other securities by any nationally recognized statistical such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review its rating of the Underwritten Securities or any of the Company's other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Underwriters Representatives shall have received: (1) A certificate, dated such Date of Delivery, of the Chief Executive OfficerChairman, President or Executive Vice President and Chief Financial Officer of the Company and the Chief Financial Officer Controller or Chief Accounting Officer Treasurer of the Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(e5(d) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinions opinion of Ronald E. Christianeach of Sidley Xxxxxx Xxxxx & Xxxx LLP, General Counsel of the Company Xxxxxxx & Xxxxxx and Xxxxxx Xxxxxxxxx & XxxxxxxxgXxxxxxx, each counsel for the Company, each in form xxx xubstaxxx xxxxsfactory and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions required by Sections Section 5(b) and 5(c) hereof. (3) The favorable opinion of Sidley Austin Brown Mayer, Brown, Xxxx & Wood Maw LLP, counsel for the Underwriters, dated xxxx Xxxx xx Dexxxxrysuch Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(d5(c) hereof. (4) A letter from Arthur Andersen PricewaterhouseCoopers LLP, in form and substance satisfactory to txx Xxdxxxxxxxxs the Representatives and dated such Date of Delivery, substantially in the same form and substance as the letter furnished to the Underwriters Representatives pursuant to Section 5(f) hereof, except that the "“specified date" ” on the letter furnished pursuant to this paragraph shall be a date not more than three five business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company's ’s other securities by any nationally recognized statistical such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any of the Company's ’s other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company Companies and the Operating Partnership in the applicable Terms Agreement and the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company Companies and the Operating Partnership contained herein and the statements in any certificates furnished by the Company Companies or any of its subsidiaries the Operating Partnership hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Underwriters Goldman and Xxxxxxx Xxxxx Xxxxxx shall have received: (1) A certificate, certificate dated such Date of Delivery, of (x) the Chief Executive Officer, President or Executive a Vice President of the Company Companies for themselves and the Chief Financial Officer or Chief Accounting Officer for SPG as sole general partner of the CompanyOperating Partnership, confirming that the certificate delivered at the Closing Time pursuant to Section 5(e5(d) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinions of Ronald E. ChristianXxxxx & Xxxxxxx, counsel for the Companies and the Operating Partnership, and Xxxxx X. Xxxxxxx, Esq., General Counsel of the Company Companies and Xxxxxx & Xxxxxxxxgthe Operating Partnership, in form and substance satisfactory to counsel for the Company, each in form xxx xubstaxxx xxxxsfactory to the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions opinion required by Sections Section 5(b) and 5(c) hereof. (3) The favorable opinion of Sidley Austin Brown Xxxxxxxx Chance Xxxxxx & Wood Xxxxx LLP, counsel for the Underwriters, dated xxxx Xxxx xx Dexxxxrysuch Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(d5(c) hereof. (4) A letter from Arthur Andersen LLPthe Companies' independent accountants, in form and substance satisfactory to txx Xxdxxxxxxxxs Goldman and Xxxxxxx Xxxxx Xxxxxx and dated such Date of Delivery, substantially in the same form and substance as the letter furnished to the Underwriters Goldman and Xxxxxxx Xxxxx Xxxxxx pursuant to Section 5(f) hereof, except that the "specified date" on the letter furnished pursuant to this paragraph shall be a date not more than three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company's other securities by any nationally recognized statistical rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review its rating of the Underwritten Securities or any of the Company's other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct in all material respects as of each Date of Delivery, and, at the relevant Date of Delivery, the Underwriters Xxxxxxx Xxxxx shall have received: (1) A certificate, dated such Date of Delivery, of the Chief Executive Officer, President or Executive a Vice President of the Company and the Chief Financial Officer chief financial officer or Chief Accounting Officer chief accounting officer of the Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(e5(f) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinions of Ronald E. Christian, General Counsel of the Company and Xxxxxx & XxxxxxxxgXxxxx and of Brooks, Pierce, XxXxxxxx, Xxxxxxxx & Xxxxxxx in form and substance reasonably satisfactory to counsel for the Company, each in form xxx xubstaxxx xxxxsfactory to the UnderwritersUnderwrites, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions required by Sections 5(b5(c) and 5(c5(d) hereof, respectively. (3) The favorable opinion of Sidley Austin Brown Dow, Xxxxxx & Wood LLPXxxxxxxxx, PLLC, counsel for the Underwriters, dated xxxx Xxxx xx Dexxxxrysuch Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(d5(e) hereof. (4) A letter from Arthur Andersen Ernst & Young LLP, in form and substance reasonably satisfactory to txx Xxdxxxxxxxxs Xxxxxxx Xxxxx and dated such Date of Delivery, substantially in the same form and substance as the a letter furnished to the Underwriters Xxxxxxx Xxxxx pursuant to Section 5(f5(g) hereof, except that the "specified date" on the letter furnished pursuant to this paragraph shall be a date not no more than three business days prior to such Date of Delivery. (5) Since A letter from Deloitte & Touche LLP, in form and substance reasonably satisfactory to Xxxxxxx Xxxxx and dated such Date of Delivery, substantially in the time same form and substance as a letter furnished to Xxxxxxx Xxxxx pursuant to Section 5(j) hereof, except that the "specified date" on the letter furnished pursuant to this paragraph shall be a date no more than three business days prior to such Date of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company's other securities by any nationally recognized statistical rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review its rating of the Underwritten Securities or any of the Company's other securitiesDelivery.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries Subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Underwriters shall Merrxxx Xxxcx xxxll have received: (1) A certificate, dated such Date of Delivery, of the Chief Executive Officer, President or Executive a Vice President of the Company and the Chief Financial Officer chief financial officer or Chief Accounting Officer chief accounting officer of the Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(e5(d) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinions of Ronald E. Christian(i) Lathxx & Xatkxxx, General Counsel of the Company and Xxxxxx (xi) Ballxxx Xxxxx Xxxxxxx & XxxxxxxxgXngexxxxx, XXP, outside counsel for the Company, each and (iii) the General Counsel for the Company, in form xxx xubstaxxx xxxxsfactory and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions required by Sections Section 5(b) and 5(c) hereof. (3) The favorable opinion of Sidley Austin Brown Sidlxx Xxxtxx Xxxxx & Wood LLPXood XXX, counsel for the Underwriters, dated xxxx Xxxx xx Dexxxxrysuch Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(d5(c) hereof. (4) A letter from Arthur Andersen PricewaterhouseCoopers LLP, in form and substance satisfactory to txx Xxdxxxxxxxxs and Merrxxx Xxxcx xxx dated such Date of Delivery, substantially in the same form and substance as the letter furnished to the Underwriters pursuant Merrxxx Xxxcx xxxsuant to Section 5(f) hereof, except that the "specified date" on the letter furnished pursuant to this paragraph shall be a date not more than three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company's other securities by any nationally recognized statistical rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review its rating of the Underwritten Securities or any of the Company's other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company and the Operating Partnership contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries the Operating Partnership hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Underwriters Representatives shall have received: (1) A certificate, certificate dated such Date of Delivery, of the Chief Executive Officer, President or Executive a Vice President of the Company for itself and as general partner of the Operating Partnership and the Chief Financial Officer chief financial officer or Chief Accounting Officer chief accounting officer of the Company, Company for itself and as general partner of the Operating Partnership confirming that the certificate delivered at the Closing Time pursuant to Section 5(e5(d) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinions opinion of Ronald E. Christian, General Counsel of the Company and Xxxxxx Sidley Austin Brown & XxxxxxxxgWood LLP, counsel for the Company, each in form xxx xubstaxxx xxxxsfactory to and substanxx xxxxxxxxxory xx counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions opinion required by Sections 5(b) and 5(cSection 5(b)(i) hereof. (3) The favorable opinion of Sidley Austin Brown & Wood Clifford Chance US LLP, counsel for the Underwriters, dated xxxx Xxxx such Date xx DexxxxryXxxxvery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(d5(c) hereof. (4) A letter from Arthur Andersen Ernst & Young LLP, in form and substance satisfactory to txx Xxdxxxxxxxxs the Representatives and dated such Date of Delivery, substantially in the same form and substance as the letter furnished to the Underwriters Representatives pursuant to Section 5(f) hereof, except that the "specified date" on the letter furnished pursuant to this paragraph shall be a date not more than three business days prior to such Date of Delivery. (5) Since The favorable opinion of Solomon and Weinberg LLP, special tax counsel for the time Company, in form and substaxxx xxxxsfactory to counsel for the Underwriters, dated such Date of execution of such Terms AgreementDelivery, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned relating to the Option Underwritten Securities or any of and otherwise to the Company's other securities same effect as the opinion required by any nationally recognized statistical rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review its rating of the Underwritten Securities or any of the Company's other securitiesSection 5(b)(ii) hereof.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and the Underwriters exercise their option Option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Underwriters Merrill Lynch shall have receivedreceivex: (1) A certificate, dated such Date of Delivery, of the Chief Executive Officer, President or Executive a Vice President of the Company and the Chief Financial Officer chief financial officer or Chief Accounting Officer chief accounting officer of the Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(e5(d) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinions opinion of Ronald E. ChristianSwidler & Berlin, General Counsel of the Company and Xxxxxx & XxxxxxxxgChartered, Xxxxxngton, D.C., counsel for the Company, each in form xxx xubstaxxx xxxxsfactory and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions Opinion required by Sections Section 5(b) and 5(c) hereof. (3) The favorable opinion Opinion of Sidley Austin Brown Hogan & Wood LLPHartson L.L.P., counsel for the Underwritersxxx xxx Xxderwriters, dated xxxx Xxxx xx Dexxxxrysuch Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(d5(c) hereof. (4) A letter from Arthur Andersen LLP, in form and substance xxxxxaxxx satisfactory to txx Xxdxxxxxxxxs Merrill Lynch and dated such Date of DeliveryDatx xx Xxlxxxxx, substantially in the same form and substance as the letter furnished to the Underwriters pursuant to Section 5(f) hereof, except that the "specified date" on the letter furnished pursuant to this paragraph shall be a date not more than three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company's other securities by any nationally recognized statistical rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review its rating of the Underwritten Securities or any of the Company's other securities.Merrill Lynch

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and the any Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Underwriters Representatives shall have received: (1) A certificate, dated such Date of Delivery, of the Chairman of the Company, of the Chief Executive Officer, President or Executive Vice President Accounting Officer of the Company and the Chief Financial Officer or Chief Accounting Officer of any other authorized representative of the Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(e5(d) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinions opinion of Ronald E. Christianeach of Sidley Austin LLP, Xxxxxxx X. Xxxxxxx, General Counsel of the Company Company, and Xxxxxx Holland & XxxxxxxxgKnight LLP, each counsel for the Company, each in form xxx xubstaxxx xxxxsfactory and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions required by Sections Section 5(b) and 5(c) hereof. (3) The favorable opinion of Sidley Austin Brown & Wood Xxxxx Xxxxx LLP, counsel for the Underwriters, dated xxxx Xxxx xx Dexxxxrysuch Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(d5(c) hereof. (4) A letter Letters from Arthur Andersen PricewaterhouseCoopers LLP and Deloitte & Touche LLP, in form and substance satisfactory to txx Xxdxxxxxxxxs the Representatives and dated such Date of Delivery, substantially in the same form and substance as the letter respective letters furnished to the Underwriters Representatives pursuant to Section 5(f) hereof, except that the "“specified date" ” on the letter letters furnished pursuant to this paragraph shall be a date not more than three five business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company's ’s other securities by any nationally recognized statistical such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any of the Company's ’s other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and the Underwriters exercise their the option granted to them in Section 2 hereof to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at and subject to the relevant Date of Delivery, the Underwriters following further conditions: (1) The Representative shall have received: (1i) A certificateThe favorable opinion of Xxxxxx & Xxxxxxx LLP, special counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities and otherwise to the same effect as the opinion required by Section 5(b)(1) hereof. (ii) A statement by Xxxxxx & Xxxxxxx LLP, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, to the same effect as the statement required by Section 5(b)(3) hereof. (iii) The favorable opinion of Xxxxxx & Xxxxxxx LLP, special counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, reaffirming their opinion delivered at Closing Time pursuant to Section 5(b)(2) hereof. (iv) The favorable opinion of Xxxxxxx Xxxxx Xxxxxxx & Ingersoll, LLP, Maryland counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities and otherwise to the same effect as the opinion required by Sections 5(b)(4) hereof. (v) The favorable opinion of Xxxxxx X. Xxxxxxx, General Counsel of the Chief Executive OfficerCompany, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, reaffirming his opinion delivered at Closing Time pursuant to Section 5(b)(5) hereof. (vi) The favorable opinion of Sidley Xxxxxx Xxxxx & Xxxx LLP, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities and otherwise to the same effect as the opinion required by Section 5(b)(6) hereof. (vii) A certificate of the President or Executive a Vice President of the Company and the Chief Financial Officer chief financial or Chief Accounting Officer chief accounting officer of the Company, dated such Date of Delivery, confirming that the certificate delivered at the Closing Time pursuant to Section 5(e5(c) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinions of Ronald E. Christian, General Counsel of the Company and Xxxxxx & Xxxxxxxxg, counsel for the Company, each in form xxx xubstaxxx xxxxsfactory to the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions required by Sections 5(b) and 5(c) hereof. (3) The favorable opinion of Sidley Austin Brown & Wood LLP, counsel for the Underwriters, dated xxxx Xxxx xx Dexxxxry, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(d) hereof. (4viii) A letter from Arthur Andersen Ernst & Young LLP, in form and substance satisfactory to txx Xxdxxxxxxxxs and the Representative, dated such Date of Delivery, substantially in the same form in scope and substance as the letter furnished to the Underwriters Representative pursuant to Section 5(f5(e) hereof, except that the "specified date" on date in the letter furnished pursuant to this paragraph subsection shall be a date not more than three business days prior to such Date of Delivery. (52) Since At each Date of Delivery, the time Securities shall be rated at least “Baa3” by Moody’s Investor’s Service Inc. and “BBB” by Standard & Poor’s; and since the date of execution of such Terms this Agreement, there shall not have occurred a downgrading in, or withdrawal of, in the rating assigned to the Underwritten Securities or any of the Company's ’s other securities by any “nationally recognized statistical rating organizationagency”, as that term is defined by the Commission for purposes of Rule 436(g)(2) under the 1933 Act, and no such rating organization shall have publicly announced that it has under surveillance or review its rating of placed the Underwritten Securities or any of the Company's ’s other securitiessecurities on what is commonly termed a “watch list” for possible downgrading. If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representative by notifying the Company at any time at or prior to Closing Time, and such termination shall be without liability of any party to any other party except as provided in Section 4 hereof. Notwithstanding any such termination, the provisions of Sections 1, 4, 6, 7 and 8 shall remain in effect.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Offered Securities, the representations and warranties of the Company ABN AMRO Parties contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries ABN AMRO Parties hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Underwriters Representatives shall have received: (1i) A certificate, dated such Date of Delivery, of the Chief Executive Officer, President or Executive Vice President officers of each of the Company and the Chief Financial Officer or Chief Accounting Officer of the CompanyABN AMRO Parties, confirming that the certificate delivered at the Closing Time pursuant to Section 5(e6(h) hereof remains true and correct as of such Date of Delivery. (2ii) The favorable opinions opinion of Ronald E. ChristianXxxxxxxx Chance Limited Liability Partnership, General Counsel of Netherlands counsel to the Company Guarantor, in form and Xxxxxx & Xxxxxxxxg, substance satisfactory to counsel for the Company, each in form xxx xubstaxxx xxxxsfactory to the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions required by Sections 5(b) and 5(c) hereof. (3) The favorable opinion of Sidley Austin Brown & Wood LLP, counsel for the Underwriters, dated xxxx Xxxx xx Dexxxxry, relating to the Option Underwritten Offered Securities and otherwise to the same effect as the opinion required by Section 5(d6(b) hereof. (4iii) A letter from Arthur Andersen LLPThe favorable opinion of Xxxxx, Polk & Xxxxxxxx, U.S. counsel to the ABN AMRO Parties, in form and substance satisfactory to txx Xxdxxxxxxxxs counsel for the Underwriters, dated such Date of Delivery, relating to the Option Offered Securities and otherwise to the same effect as the opinion required by Section 6(c) hereof. (iv) The favorable opinion of Xxxxxxxx, Xxxxxx & Finger, P.A., Delaware counsel to ABN AMRO Parties, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Offered Securities and otherwise to the same effect as the opinion required by Section 6(d) hereof. (v) The favorable opinion of Mayer, Brown, Xxxx & Maw, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Offered Securities and otherwise to the same effect as the opinion required by Section 6(e) hereof. (vi) The favorable opinion of Xxxxx, Xxxxxx & Xxxxxx, counsel for the TIA Trustees, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Offered Securities and otherwise to the same effect as the opinion required by Section 6(f) hereof. (vii) The favorable opinion of Xxxxxxxx Chance Limited Liability Partnership, special Netherlands tax counsel to the ABN AMRO Parties, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Offered Securities and otherwise to the same effect as the opinion required by Section 6(g) hereof. (viii) A letter from Ernst & Young, in form and substance satisfactory to the Representatives and dated such Date of Delivery, substantially in the same form and substance as the letter furnished to the Underwriters Representatives pursuant to Section 5(f6(i) hereof, except that the "specified date" on the letter furnished pursuant to this paragraph shall be a date not more than three business days prior to such Date of Delivery. (5ix) Since the time date of execution of such Terms this Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or securities of any of the Company's other securities ABN AMRO Parties by any "nationally recognized statistical rating organizationagency," as that term is defined by the Commission for purposes of Rule 436(g)(2) under the 1933 Act, and no such rating organization shall have publicly announced that it has under surveillance or review review, that does not indicate an improvement, its rating of the Underwritten Securities or any securities of any of the Company's other securitiesABN AMRO Parties.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and the Underwriters exercise their Underwriter exercises its option to purchase all or any portion of the Option Underwritten SecuritiesAdditional Shares, the representations and warranties of the Company and the Operating Partnership contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries the Operating Partnership hereunder shall be true and correct as of each Date of Deliverythe Additional Closing Date, and, at the relevant Date of DeliveryAdditional Closing Date, the Underwriters Underwriter shall have received: (1i) A certificate, dated such Date of Deliverythe Additional Closing Date, of the Chief Executive Officer, President or Executive a Vice President of the Company for itself and as general partner of the Operating Partnership and the Chief Financial Officer chief financial officer or Chief Accounting Officer chief accounting officer of the Company, Company for itself and as general partner of the Operating Partnership confirming that the certificate delivered at on the Closing Time Date pursuant to Section 5(e6(d) hereof remains true and correct as of such Date of Deliverythe Additional Closing Date. (2ii) The favorable opinions opinion of Ronald E. Christian, General Counsel of the Company and Xxxxxx Xxxxx & XxxxxxxxgXxxxxxx L.L.P., counsel for the Company, each the Operating Partnership and the subsidiaries, in form xxx xubstaxxx xxxxsfactory and substance reasonably satisfactory to counsel for the UnderwritersUnderwriter, dated such Date of Deliverythe Additional Closing Date, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions required by Sections 5(b) and 5(c) hereof. (3) The favorable opinion of Sidley Austin Brown & Wood LLP, counsel for the Underwriters, dated xxxx Xxxx xx Dexxxxry, relating to the Option Underwritten Securities Additional Shares and otherwise to the same effect as the opinion required by Section 5(d6(b) hereof. (4iii) The favorable opinion of Xxxxxxxx Chance Xxxxxx & Xxxxx LLP, counsel for the Underwriter, dated the Additional Closing Date, relating to the Additional Shares and otherwise to the same effect as the opinion required by Section 6(c) hereof. (iv) A letter from Arthur Andersen LLPthe accountants who certified the financial statements included in or incorporated by reference into the Registration Statements of the Prospectus, in form and substance reasonably satisfactory to txx Xxdxxxxxxxxs the Underwriter and dated such Date of Deliverythe Additional Closing Date, substantially in the same form and substance as the letter furnished to the Underwriters Underwriter pursuant to Section 5(f6(f) hereof, except that the "specified date" on the letter furnished pursuant to this paragraph shall be a date not more than three business days prior to such Date of Deliverythe Additional Closing Date. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company's other securities by any nationally recognized statistical rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review its rating of the Underwritten Securities or any of the Company's other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and the Underwriters exercise their option to purchase all or any portion of the Option Underwritten SecuritiesCRESTS Units, the representations and warranties of the Trust and the Company contained herein and the statements in any certificates furnished by the Trust or the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Underwriters Banc of America shall have received: (1) A certificate, dated such Date of Delivery, of the President and Chief Executive Officer, President Officer or Executive a Vice President of the Company and the Chief Financial Officer chief financial officer or Chief Accounting Officer chief accounting officer of the CompanyCompany and of an Administrative Trustee of the Trust, confirming that the certificate certificates delivered at the Closing Time pursuant to Section 5(e5(f) hereof remains remain true and correct as of such Date of Delivery. (2) The favorable opinions of Ronald E. Christian(i) Israxx X. Xxxxx, Xxsistant General Counsel of the Company and Xxxxxx Company, (ii) Ballxxx Xxxxx Xxxxxxx & XxxxxxxxgXngexxxxx, XXP, counsel for the CompanyCompany and (iii) Richxxxx, Xxxxxx & Xinger, P.A., counsel to the Trust, each in form xxx xubstaxxx xxxxsfactory and substance reasonably satisfactory to the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities CRESTS Units and otherwise to the same effect as the opinions required by Sections Section 5(b) and 5(c) hereof. (3) The favorable opinion of Sidley Austin Brown Ballxxx Xxxxx Xxxxxxx & Wood Xngexxxxx, XXP, special tax counsel to the Trust and the Company, in form and substance reasonably satisfactory to the Underwriters, dated such Date of Delivery, relating to the Option CRESTS Units and otherwise to the same effect as the opinions required by Section 5(c) hereof. (4) The opinion of Browx & Xood LLP, counsel for the Underwriters, dated xxxx Xxxx xx Dexxxxrysuch Date of Delivery, relating to the Option Underwritten Securities CRESTS Units and otherwise to the same effect as the opinion required by Section 5(d5(e) hereof. (45) A letter from Arthur Andersen PricewaterhouseCoopers LLP, in form and substance reasonably satisfactory to txx Xxdxxxxxxxxs the Underwriters and dated such Date of Delivery, substantially in the same form and substance as the letter furnished to the Underwriters pursuant to Section 5(f5(g) hereof, except that the "specified date" on the letter furnished pursuant to this paragraph shall be a date not more than three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company's other securities by any nationally recognized statistical rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review its rating of the Underwritten Securities or any of the Company's other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Underwriters applicable Manager or the Co-Managers, as the case may be, shall have received: (1) A certificate, dated such Date of Delivery, of the Chief Executive OfficerChairman, President or Executive Vice President President-Finance of the Company and the Chief Financial Officer Controller or Chief Accounting Officer Treasurer of the Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(e5(d) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinions opinion of Ronald E. Christianeach of Sidley Xxxxxx Xxxxx & Xxxx and Xxxxxxx & Xxxxxx, General Counsel of the Company and Xxxxxx & Xxxxxxxxg, each counsel for the Company, each in form xxx xubstaxxx xxxxsfactory and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions required by Sections Section 5(b) and 5(c) hereof. (3) The favorable opinion of Sidley Austin Brown Xxxxx, Xxxxx & Wood LLPXxxxx, counsel for the Underwriters, dated xxxx Xxxx xx Dexxxxrysuch Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(d5(c) hereof. (4) A letter from Arthur Andersen Xxxxxx Xxxxxxxx LLP, in form and substance satisfactory to txx Xxdxxxxxxxxs the applicable Manager or the Co-Managers, as the case may be, and dated such Date of Delivery, substantially in the same form and substance as the letter furnished to the Underwriters applicable Manager or the Co-Managers, as the case may be, pursuant to Section 5(f) hereof, except that the "“specified date" ” on the letter furnished pursuant to this paragraph shall be a date not more than three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company's ’s other securities by any nationally recognized statistical such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any of the Company's ’s other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company and the Operating Partnership contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries the Operating Partnership hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Underwriters Salomon shall have received: (1) A certificate, dated such Date of Delivery, of the Chief Executive Officer, President or Executive a Vice President of the Company for itself and as general partner of the Operating Partnership and the Chief Financial Officer chief financial officer or Chief Accounting Officer chief accounting officer of the Company, Company for itself and as general partner of the Operating Partnership confirming that the certificate delivered at the Closing Time pursuant to Section 5(e5(d) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinions opinion of Ronald E. Christian, General Counsel of the Company and Xxxxxx Xxxxx & XxxxxxxxgXxxxxxx L.L.P., counsel for the Company, each the Operating Partnership and the subsidiaries, in form xxx xubstaxxx xxxxsfactory and substance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions opinion required by Sections Section 5(b) and 5(c) hereof. (3) The favorable opinion of Sidley Austin Brown Xxxxxxxx Chance Xxxxxx & Wood Xxxxx LLP, counsel for the Underwriters, dated xxxx Xxxx xx Dexxxxrysuch Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(d5(c) hereof. (4) A letter from Arthur Andersen LLPthe accountants who certified the financial statements included in or incorporated by reference into the Registration Statements of the Prospectus, in form and substance reasonably satisfactory to txx Xxdxxxxxxxxs Salomon and dated such Date of Delivery, substantially in the same form and substance as the letter furnished to the Underwriters Salomon pursuant to Section 5(f) hereof, except that the "specified date" on the letter furnished pursuant to this paragraph shall be a date not more than three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company's other securities by any nationally recognized statistical rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review its rating of the Underwritten Securities or any of the Company's other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries Subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Underwriters Representative shall have received: (1i) A certificate, dated such Date of Delivery, of the Chief Executive Officer, President or Executive a Vice President of the Company and the Chief Financial Officer chief financial officer or Chief Accounting Officer chief accounting officer of the Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(e5(d) hereof remains true and correct as of such Date of Delivery. (2ii) The favorable opinions opinion of Ronald E. ChristianRobixxxx, General Counsel of the Company and Xxxxxx Xxadxxxx & XxxxxxxxgXinsxx, X.A., counsel for the Company, each in form xxx xubstaxxx xxxxsfactory and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions opinion required by Sections Section 5(b) and 5(c) hereof. (3iii) The favorable opinion of Sidley Austin Brown McGuire, Woods, Battle & Wood LLPBootxx XXX, counsel for the Underwriters, dated xxxx Xxxx xx Dexxxxrysuch Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(d5(c) hereof. (4iv) A letter from Arthur Andersen LLP, Arthxx Xxxexxxx XXX (and such other accountants) in form and substance satisfactory to txx Xxdxxxxxxxxs the Representative and dated such Date of Delivery, substantially in the same form and substance as the letter furnished to the Underwriters Representative pursuant to Section 5(f) hereof, except that the "specified date" on the letter furnished pursuant to this paragraph shall be a date not more than three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company's other securities by any nationally recognized statistical rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review its rating of the Underwritten Securities or any of the Company's other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Underwriters Representatives shall have received: (1) A certificate, dated such Date of Delivery, of the Chief Executive OfficerChairman, President or Executive Vice President President-Finance of the Company and the Chief Financial Officer Controller or Chief Accounting Officer Treasurer of the Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(e5(d) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinions opinion of Ronald E. Christianeach of Sidley Xxxxxx Xxxxx & Xxxx LLP and Holland & Knight, General Counsel of the Company and Xxxxxx & Xxxxxxxxg, each counsel for the Company, each in form xxx xubstaxxx xxxxsfactory and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions required by Sections Section 5(b) and 5(c) hereof. (3) The favorable opinion of Sidley Austin Brown Mayer, Brown, Xxxx & Wood Maw LLP, counsel for the Underwriters, dated xxxx Xxxx xx Dexxxxrysuch Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(d5(c) hereof. (4) A letter from Arthur Andersen PricewaterhouseCoopers LLP, in form and substance satisfactory to txx Xxdxxxxxxxxs the Representatives and dated such Date of Delivery, substantially in the same form and substance as the letter furnished to the Underwriters Representatives pursuant to Section 5(f) hereof, except that the "“specified date" ” on the letter furnished pursuant to this paragraph shall be a date not more than three five business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company's ’s other securities by any nationally recognized statistical such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any of the Company's ’s other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Underwriters Xxxxxxx Xxxxx shall have received: (1) A certificate, dated such Date of Delivery, of the Chief Executive Officer, President or Executive a Vice President of the Company and the Chief Financial Officer chief financial officer or Chief Accounting Officer chief accounting officer of the Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(e5(d) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinions opinion of Ronald E. Christian(i) Xxxxxxxx & Xxxxx (a partnership including professional corporations), General Counsel of the Company and Xxxxxx & Xxxxxxxxg, special counsel for the Company, each in form xxx xubstaxxx xxxxsfactory and substance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions opinion required by Sections 5(b) and 5(cSection 5(b)(i) hereof. , and (3ii) The favorable opinion the General Counsel of Sidley Austin Brown & Wood LLPthe Company, in form and substance reasonably satisfactory to counsel for the Underwriters, dated xxxx Xxxx xx Dexxxxrysuch Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(d5(b)(ii) hereof. (3) The favorable opinion of Xxxxx & Wood LLP, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(c) hereof. (4) A letter Letters from Arthur Andersen Ernst & Young LLP, PricewaterhouseCoopers LLP, Xxxxxx Xxxxxxxx, Chartered Accountants and Xxxxxx Xxxxxxxx LLP, in form and substance reasonably satisfactory to txx Xxdxxxxxxxxs Xxxxxxx Xxxxx and dated such Date of Delivery, substantially in the same form and substance as the letter furnished to the Underwriters Xxxxxxx Xxxxx pursuant to Section 5(f) hereof, except that the "specified date" on the letter furnished pursuant to this paragraph shall be a date not more than three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company's other securities by any nationally recognized statistical such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review review, with possible negative implications, its rating of the Underwritten Securities or any of the Company's other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Preferred Securities, the representations and warranties of the Trust and the Company contained herein and the statements in any certificates furnished by the Trust or the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Underwriters Representatives shall have received: (1i) A certificate, dated such Date of Delivery, of the Chief Executive OfficerChairman, President the President, a Vice Chairman or Executive a Vice President of the Company and the Chief Financial Officer or Chief Accounting Officer of the Companychief financial officer or chief accounting officer or the Treasurer of the Company and of a Regular Trustee of the Trust, confirming that the certificate certificates delivered at the Closing Time pursuant to Section 5(e5(h) hereof remains remain true and correct as of such Date of Delivery. (2ii) The favorable opinions of Ronald E. Christian(i) Edwards & Angell, General Counsel of LLP, special counsel for the Company and Xxxxxx (ii) Richardx, Xxxton & XxxxxxxxgXxxger, P.A., special Delaware counsel for the Company, each in form xxx xubstaxxx xxxxsfactory to the UnderwritersTruxx, xxxx xx xxrm and substance reasonably satisfactory to the Representatives, dated such Date of Delivery, relating to the Option Underwritten Preferred Securities and otherwise to the same effect as the opinions required by Sections 5(b) and 5(d) hereof. (iii) The opinion of Edwards & Angell, LLP, special tax counsel to the Trust and the Companx, xx xorm xxx xubstance reasonably satisfactory to the Representatives, dated such Date of Delivery, relating to the Option Preferred Securities and otherwise to the same effect as the opinions required by Section 5(c) hereof. (3iv) The favorable opinion of Sidley Austin Brown & Wood LLP, counsel for the Underwriters, dated xxxx Xxxx such Date xx DexxxxryXxxxxxxy, relating xxxating to the Option Underwritten Preferred Securities and otherwise to the same effect as the opinion required by Section 5(d5(f) hereof. (4v) A letter from Arthur Andersen PricewaterhouseCoopers LLP, in form and substance reasonably satisfactory to txx Xxdxxxxxxxxs the Representatives and dated such Date of Delivery, substantially in the same form and substance as the letter furnished to the Underwriters pursuant to Section 5(f5(i) hereof, except that the "specified date" on the letter furnished pursuant to this paragraph shall be a date not more than three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company's other securities by any nationally recognized statistical rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review its rating of the Underwritten Securities or any of the Company's other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Offered Securities, the representations and warranties of the Company ABN AMRO Parties contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries ABN AMRO Parties hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Underwriters Representatives shall have received: (1i) A certificate, dated such Date of Delivery, of the Chief Executive Officer, President or Executive Vice President officers of each of the Company and the Chief Financial Officer or Chief Accounting Officer of the CompanyABN AMRO Parties, confirming that the certificate delivered at the Closing Time pursuant to Section 5(e6(i) hereof remains true and correct as of such Date of Delivery. (2ii) The favorable opinions opinion of Ronald E. ChristianClifford Chance Limited Liability Partnership, General Counsel of Netherlands xxxxxxx to the Company Guarantor, in form and Xxxxxx & Xxxxxxxxg, substance satisfactory to counsel for the Company, each in form xxx xubstaxxx xxxxsfactory to the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions required by Sections 5(b) and 5(c) hereof. (3) The favorable opinion of Sidley Austin Brown & Wood LLP, counsel for the Underwriters, dated xxxx Xxxx xx Dexxxxry, relating to the Option Underwritten Offered Securities and otherwise to the same effect as the opinion required by Section 5(d6(b) hereof. (4iii) A letter from Arthur Andersen LLPThe favorable opinion of Kimberly Lynch, Esq., LaSalle Bank Corporation, counsel to XXXXX, xx xxxm and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Offered Securities and otherwise to the same effect as the opinion required by Section 6(c) hereof. (iv) The favorable opinion of Davis, Polk & Wardwell, U.S. counsel to the ABN AMRO Partixx, xn xxxx anx xxxxxxnce satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Offered Securities and otherwise to the same effect as the opinion required by Section 6(d) hereof. (v) The favorable opinion of Richards, Layton & Finger, P.A., Delaware counsel to ABN AXXX Xxxxxxx, xx form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Offered Securities and otherwise to the same effect as the opinion required by Section 6(e) hereof. (vi) The favorable opinion of Mayer, Brown, Rowe & Maw, counsel for the Underwriters, dated such Date xx Xelivery, relating to the Option Offered Securities and otherwise to the same effect as the opinion required by Section 6(f) hereof. (vii) The favorable opinion of Emmet, Marvin & Martin, counsel for the TIA Trustees, in fxxx xxx xxxxxancx xxxxsfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Offered Securities and otherwise to the same effect as the opinion required by Section 6(g) hereof. (viii) The favorable opinion of Clifford Chance Limited Liability Partnership, special Netxxxxxxxx tax counsel to the ABN AMRO Parties, in form and substance satisfactory to txx Xxdxxxxxxxxs counsel for the Underwriters, dated such Date of Delivery, relating to the Option Offered Securities and otherwise to the same effect as the opinion required by Section 6(h) hereof. (ix) A letter from Ernst & Young, in form and substance satisfactory to the Representatives and dated such Date of Delivery, substantially in the same form and substance as the letter furnished to the Underwriters Representatives pursuant to Section 5(f6(j) hereof, except that the "specified date" on the letter furnished pursuant to this paragraph shall be a date not more than three business days prior to such Date of Delivery. (5x) Since the time date of execution of such Terms this Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or securities of any of the Company's other securities ABN AMRO Parties by any "nationally recognized statistical rating organizationagency," as that term is defined by the Commission for purposes of Rule 436(g)(2) under the 1933 Act, and no such rating organization shall have publicly announced that it has under surveillance or review review, that does not indicate an improvement, its rating of the Underwritten Securities or any securities of any of the Company's other securitiesABN AMRO Parties.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and the Underwriters exercise --------------------- their option provided in Section 2 hereof to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at and subject to the relevant Date of Delivery, the following further conditions: (1) The Underwriters shall have received: (1i) A certificateThe favorable opinion of Xxxxxx & Xxxxxxx, special counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities and otherwise to the same effect as the opinion required by Sections 5(b)(1) and 5(b)(6) hereof. (ii) The favorable opinion of Xxxxxx & Xxxxxxx, special counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, reaffirming their opinion delivered at Closing Time pursuant to Section 5(b)(2) hereof. (iii) The favorable opinion of Xxxxxxx Xxxxx Xxxxxxx & Ingersoll, LLP, Maryland counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities and otherwise to the same effect as the opinion required by Sections 5(b)(3) hereof. (iv) The favorable opinion of Xxxxxx X. Xxxxxxx, General Counsel of the Chief Executive OfficerCompany, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, reaffirming his opinion delivered at Closing Time pursuant to Section 5(b)(4) hereof. (v) The favorable opinion of Xxxxx & Wood llp, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities and otherwise to the same effect as the opinion required by Sections 5(b)(5) and 5(b)(6) hereof. (vi) A certificate of the President or Executive a Vice President of the Company and the Chief Financial Officer chief financial or Chief Accounting Officer chief accounting officer of the Company, dated such Date of Delivery, confirming that the certificate delivered at the Closing Time pursuant to Section 5(e5(c) hereof remains true and correct as of such Date of Delivery. (2vii) The favorable opinions of Ronald E. ChristianA letter from Xxxxxx Xxxxxxxx llp, General Counsel of the Company and Xxxxxx & Xxxxxxxxg, counsel for the Company, each in form xxx xubstaxxx xxxxsfactory and substance satisfactory to the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to substantially the same effect as the opinions required by Sections 5(b) and 5(c) hereof. (3) The favorable opinion of Sidley Austin Brown & Wood LLP, counsel for the Underwriters, dated xxxx Xxxx xx Dexxxxry, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(d) hereof. (4) A letter from Arthur Andersen LLP, in form and substance satisfactory to txx Xxdxxxxxxxxs and dated such Date of Delivery, substantially in the same form scope and substance as the letter furnished to the Underwriters pursuant to Section 5(f5(e) hereof, hereof except that the "specified date" on in the letter furnished pursuant to this paragraph subsection shall be a date not more than three business days prior to such Date of Delivery. (52) Since At each Date of Delivery, the time Securities shall be rated at least "baa2" by Xxxxx'x Investors Service Inc., "BBB" by Standard & Poor's Ratings Group, a division of execution XxXxxx-Xxxx, Inc. and "BBB+" by Duff & Xxxxxx Credit Rating Co.; and since the date of such Terms this Agreement, there shall not have occurred a downgrading in, or withdrawal of, in the rating assigned to the Underwritten Securities or any of the Company's other securities by any "nationally recognized statistical rating organizationagency", as that term is defined by the Commission for purposes of Rule 436(g)(2) under the 1933 Act, and no such rating organization shall have publicly announced that it has under surveillance or review its rating of placed the Underwritten Securities or any of the Company's other securitiessecurities on what is commonly termed a "watch list" for possible downgrading. If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Underwriters by notifying the Company at any time at or prior to Closing Time, and such termination shall be without liability of any party to any other party except as provided in Section 4 hereof. Notwithstanding any such termination, the provisions of Sections 1, 4, 6, 7 and 8 shall remain in effect.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company Operating Partnership in the applicable Terms Agreement and the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company Transaction Entities contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries Transaction Entities hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Underwriters Xxxxxxx Xxxxx shall have received: (1) A certificate, certificate dated such Date of Delivery, of (x) the Chief Executive Officer, President or Executive a Vice President and the chief financial officer or chief accounting officer of the Company for itself, as a general partner of the Operating Partnership and as the sole general partner of SPG, L.P. and (y) the Chief Executive Officer, President or a Vice-President and the Chief Financial Officer chief financial or Chief Accounting Officer accounting officer of SD Property, for itself and as managing general partner of the CompanyOperating Partnership, confirming that the certificate delivered at the Closing Time pursuant to Section 5(e5(d) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinions of Ronald E. ChristianXxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx, special securities counsel for the Transaction Entities, Piper & Marbury, LLP, special Maryland counsel to the Transaction Entities, Vorys, Xxxxx, Xxxxxxx and Xxxxx, special Ohio counsel to the Transaction Entities and Xxxxx X. Xxxxxxx, General Counsel of to the Company Transaction Entities, in form and Xxxxxx & Xxxxxxxxg, substance satisfactory to counsel for the Company, each in form xxx xubstaxxx xxxxsfactory to the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions opinion required by Sections Section 5(b) and 5(c) hereof. (3) The favorable opinion of Sidley Austin Brown Xxxxxx & Wood LLPXxxxx, counsel for the Underwriters, dated xxxx Xxxx xx Dexxxxrysuch Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(d5(c) hereof. (4) A letter from Arthur Andersen Xxxxxx Xxxxxxxx LLP, in form and substance satisfactory to txx Xxdxxxxxxxxs Xxxxxxx Xxxxx and dated such Date of Delivery, substantially in the same form and substance as the letter furnished to the Underwriters Xxxxxxx Xxxxx pursuant to Section 5(f) hereof, except that the "specified date" on the letter furnished pursuant to this paragraph shall be a date not more than three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company's other securities by any nationally recognized statistical rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review its rating of the Underwritten Securities or any of the Company's other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company Operating Partnership in the applicable Terms Agreement and the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company Operating Partnership contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries Operating Partnership hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Underwriters First Union shall have received: (1) A certificate, certificate dated such Date of Delivery, of the Chief Executive Officer, President or Executive a Vice President of the Company Company, as general partner of the Operating Partnership, and the Chief Financial Officer chief financial officer or Chief Accounting Officer chief accounting officer of the Company, as general partner of the Operating Partnership, confirming that the certificate delivered at the Closing Time pursuant to Section 5(e5(d) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinions opinion of Ronald E. Christian, General Counsel of the Company and Xxxxxx Sidley Austin Brown & XxxxxxxxgWood LLP, counsel for the CompanyOperating Partnerxxxx, each in form xxx xubstaxxx xxxxsfactory xx xxxm axx xubstance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions opinion required by Sections Section 5(b) and 5(c) hereof. (3) The favorable opinion of Sidley Austin Brown Clifford Chance Rogers & Wood Wells LLP, counsel for the UnderwritersUnderwxxxxxx, dated xxxx Xxxx xx Dexxxxrysuxx Xxxe ox Xxxivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(d5(c) hereof. (4) A letter from Arthur Andersen Ernst & Young LLP, in form and substance satisfactory to txx Xxdxxxxxxxxs First Union and dated such Date of Delivery, substantially to the effect that they reaffirm the statements made in the same form and substance as the letter furnished to the Underwriters pursuant to Subsection (e) of this Section 5(f) hereof5, except that the "specified date" on the letter furnished pursuant to this paragraph shall be a date not more than three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company's other securities by any nationally recognized statistical rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review its rating of the Underwritten Securities or any of the Company's other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company Operating Partnership in the applicable Terms Agreement and the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company Operating Partnership contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries Operating Partnership hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Underwriters Xxxxxxx Xxxxx shall have received: (1) A certificate, certificate dated such Date of Delivery, of the Chief Executive Officer, President or Executive a Vice President of the Company Company, as general partner of the Operating Partnership, and the Chief Financial Officer chief financial officer or Chief Accounting Officer chief accounting officer of the Company, as general partner of the Operating Partnership, confirming that the certificate delivered at the Closing Time pursuant to Section 5(e5(d) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinions opinion of Ronald E. Christian, General Counsel of the Company and Xxxxxx Xxxxx & XxxxxxxxgWood LLP, counsel for the CompanyOperating Partnership, each in form xxx xubstaxxx xxxxsfactory and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions opinion required by Sections Section 5(b) and 5(c) hereof. (3) The favorable opinion of Sidley Austin Brown Xxxxxx & Wood Xxxxx LLP, counsel for the Underwriters, dated xxxx Xxxx xx Dexxxxrysuch Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(d5(c) hereof. (4) A letter from Arthur Andersen Ernst & Young LLP, in form and substance satisfactory to txx Xxdxxxxxxxxs Xxxxxxx Xxxxx and dated such Date of Delivery, substantially in the same form and substance as the letter furnished to the Underwriters Xxxxxxx Sachs pursuant to Section 5(f) hereof, except that the "specified date" on the letter furnished pursuant to this paragraph shall be a date not more than three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company's other securities by any nationally recognized statistical rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review its rating of the Underwritten Securities or any of the Company's other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company and the Operating Partnership contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries the Operating Partnership hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Underwriters Representatives shall have received: (1) A certificate, certificate dated such Date of Delivery, of the Chief Executive Officer, President or Executive a Vice President of the Company for itself and as general partner of the Operating Partnership and the Chief Financial Officer chief financial officer or Chief Accounting Officer chief accounting officer of the Company, Company for itself and as general partner of the Operating Partnership confirming that the certificate delivered at the Closing Time pursuant to Section 5(e5(d) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinions opinion of Ronald E. Christian, General Counsel of the Company and Sidley Xxxxxx Xxxxx & XxxxxxxxgXxxx LLP, counsel for the Company, each in form xxx xubstaxxx xxxxsfactory and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions opinion required by Sections 5(b) and 5(cSection 5(b)(i) hereof. (3) The favorable opinion of Sidley Austin Brown & Wood Xxxxxxxx Chance US LLP, counsel for the Underwriters, dated xxxx Xxxx xx Dexxxxrysuch Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(d5(c) hereof. (4) A letter from Arthur Andersen Ernst & Young LLP, in form and substance satisfactory to txx Xxdxxxxxxxxs the Representatives and dated such Date of Delivery, substantially in the same form and substance as the letter furnished to the Underwriters Representatives pursuant to Section 5(f) hereof, except that the "specified date" on the letter furnished pursuant to this paragraph shall be a date not more than three business days prior to such Date of Delivery. (5) Since The favorable opinion of Solomon and Xxxxxxxx LLP, special tax counsel for the time Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of execution of such Terms AgreementDelivery, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned relating to the Option Underwritten Securities or any of and otherwise to the Company's other securities same effect as the opinion required by any nationally recognized statistical rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review its rating of the Underwritten Securities or any of the Company's other securitiesSection 5(b)(ii) hereof.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Preferred Securities, the representations and warranties of the Trust and the Company contained herein and the statements in any certificates furnished by the Trust or the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Underwriters shall Merrxxx Xxxcx xxxll have received: (1) A certificate, dated such Date of Delivery, of the Chief Executive Officer, the President or Executive a Vice President of the Company and the Chief Financial Officer chief financial officer or Chief Accounting Officer chief accounting officer of the CompanyCompany and of an Administrative Trustee of the Trust, confirming that the certificate certificates delivered at the Closing Time pursuant to Section 5(e5(f) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinions opinion of Ronald E. Christian(i) Israxx X. Xxxxx, Xxsistant General Counsel of the Company and Xxxxxx Company, (ii) Ballxxx Xxxxx Xxxxxxx & XxxxxxxxgXngexxxxx, XXP, counsel for the CompanyCompany and (iii) Richxxxx, Xxxxxx & Xinger LLP, counsel to the Trust, each in form xxx xubstaxxx xxxxsfactory and substance satisfactory to the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Preferred Securities and otherwise to the same effect as the opinions required by Sections Section 5(b) and 5(c) hereof. (3) The favorable opinion of Sidley Austin Brown Ballxxx Xxxxx Xxxxxxx & Wood Xngexxxxx, XXP, special tax counsel to the Trust and the Company, in form and substance satisfactory to the Underwriters, dated such Date of Delivery, relating to the Option Preferred Securities and otherwise to the same effect as the opinions required by Section 5(c) hereof. (4) The opinion of Browx & Xood LLP, counsel for the Underwriters, dated xxxx Xxxx xx Dexxxxrysuch Date of Delivery, relating to the Option Underwritten Preferred Securities and otherwise to the same effect as the opinion required by Section 5(d5(e) hereof. (4) A letter from Arthur Andersen LLP, in form and substance satisfactory to txx Xxdxxxxxxxxs and dated such Date of Delivery, substantially in the same form and substance as the letter furnished to the Underwriters pursuant to Section 5(f) hereof, except that the "specified date" on the letter furnished pursuant to this paragraph shall be a date not more than three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company's other securities by any nationally recognized statistical rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review its rating of the Underwritten Securities or any of the Company's other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Underwriters Representatives shall have received: (1i) A certificate, dated such Date of Delivery, of the Chief Executive Officer, President or Executive Vice President of the Company and the Chief Financial Officer or Chief Accounting Officer an executive of the Company, confirming that the certificate certificates delivered at the Closing Time pursuant to Section 5(e5(h) hereof remains true and correct as of such Date of Delivery. (2ii) The favorable opinions of Ronald E. Christian, General Counsel of the Company and Xxxxxx & Xxxxxxxxg, counsel for the Company, each in form xxx xubstaxxx xxxxsfactory to the Underwriterswritten opinion, dated such Date of Delivery, of De Brauw Blackstone Westbroek N.V., Dutch counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions opinion required by Sections Section 5(b) hereof. (iii) The written opinion, dated such Date of Delivery, of the office of the General Counsel of the Company, in form and substance satisfactory to counsel for the Underwriters, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(c) hereof. (3iv) The favorable written opinion or opinions, dated such Date of Sidley Austin Brown Delivery, of Xxxxxxxx & Wood Xxxxxxxx LLP, U.S. counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, dated xxxx Xxxx xx Dexxxxry, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(d) hereof. (4v) A letter from Arthur Andersen LLPThe written opinion, dated such Date of Delivery, of Xxxxx Xxxx & Xxxxxxxx, counsel for the Underwriters, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(e) hereof. (vi) The written opinion, dated such Date of Delivery, of KPMG Meijburg & Co., special Dutch tax counsel for the Company, in form and substance satisfactory to txx Xxdxxxxxxxxs counsel for the Underwriters, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(g) hereof. (vii) A letter, dated such Date of Delivery, from each of Ernst & Young Accountants and KPMG Accountants N.V., in form and substance satisfactory to the Representatives, substantially in the same form and substance as the letter letters furnished to the Underwriters Representatives pursuant to Section 5(f5(i) hereof, except that the "specified date" date on the letter letters furnished pursuant to this paragraph shall be a date not more than three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company's other securities by any nationally recognized statistical rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review its rating of the Underwritten Securities or any of the Company's other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Underwriters shall have received: (1) A certificate, dated such Date of Delivery, of the Chief Executive Officer, President or Executive Vice President of the Company and the Chief Financial Officer or Chief Accounting Officer of the Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(e) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinions of Ronald E. Christian, General Counsel Xxxxxxx of the Company and Xxxxxx Barnes & XxxxxxxxgThornburg, counsel for counsex xxx the Company, each in form xxx xubstaxxx xxxxsfactory and substance satisfactory to the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions required by Sections 5(b) and 5(c) hereof. (3) The favorable opinion of Sidley Austin Brown & Wood LLP, counsel for the xxxxxxl fxx xhe Underwriters, dated xxxx Xxxx xx Dexxxxrysuch Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(d) hereof. (4) A letter from Arthur Andersen LLP, in form and substance xxx xxbxxxxxx satisfactory to txx Xxdxxxxxxxxs the Underwriters and dated such Date of Delivery, substantially in the same form and substance as the letter furnished to the Underwriters pursuant to Section 5(f) hereof, except that the "specified date" on the letter furnished pursuant to this paragraph shall be a date not more than three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company's other securities by any nationally recognized statistical rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review its rating of the Underwritten Securities or any of the Company's other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Preferred Securities, the representations and warranties of the Trust and the Company contained herein and the statements in any certificates furnished by the Trust or the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Underwriters Representatives shall have received: (1) A certificate, dated such Date of Delivery, of the Chief Executive OfficerChairman, President the President, a Vice Chairman or Executive a Vice President of the Company and the Chief Financial Officer or Chief Accounting Officer of the Companychief financial officer or chief accounting officer of the Company and of a Regular Trustee of the Trust, confirming that the certificate certificates delivered at the Closing Time pursuant to Section 5(e5(g) hereof remains remain true and correct as of such Date of Delivery. (2) The favorable opinions of Ronald E. Christian(i) Edwaxxx & Xngexx, General Counsel of XXP, special counsel for the Company and (ii) Richxxxx, Xxxxxx & XxxxxxxxgXinger, P.A., counsel for to the CompanyTrust, each in form xxx xubstaxxx xxxxsfactory and substance reasonably satisfactory to the UnderwritersRepresentatives, dated such Date of Delivery, relating to the Option Underwritten Preferred Securities and otherwise to the same effect as the opinions required by Sections 5(b) and 5(c5(d) hereof. (3) The favorable opinion of Sidley Austin Brown Edwaxxx & Wood Xngexx, XXP, special tax counsel to the Trust and the Company, in form and substance reasonably satisfactory to the Representatives, dated such Date of Delivery, relating to the Option Preferred Securities and otherwise to the same effect as the opinions required by Section 5(c) hereof. (4) The opinion of Browx & Xood LLP, counsel for the Underwriters, dated xxxx Xxxx xx Dexxxxrysuch Date of Delivery, relating to the Option Underwritten Preferred Securities and otherwise to the same effect as the opinion required by Section 5(d5(f) hereof. (45) A letter from Arthur Andersen PricewaterhouseCoopers LLP, in form and substance reasonably satisfactory to txx Xxdxxxxxxxxs the Representatives and dated such Date of Delivery, substantially in the same form and substance as the letter furnished to the Underwriters pursuant to Section 5(f5(h) hereof, except that the "specified date" on the letter furnished pursuant to this paragraph shall be a date not more than three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company's other securities by any nationally recognized statistical rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review its rating of the Underwritten Securities or any of the Company's other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and the any Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Underwriters Representatives shall have received: (1) A certificate, dated such Date of Delivery, of the President and Chief Executive Officer, President Officer or Executive Vice President and Chief Financial Officer of the Company and the Chief Financial Accounting Officer or Chief Accounting Officer Treasurer of the Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(e5(d) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinions opinion of Ronald E. Christianeach of Sidley Austin LLP, Xxxxxxx X. XxXxxxx, General Counsel of the Company Company, Xxxxxxx X. Xxxxxxx, General Counsel of United States Cellular Corporation, Holland & Knight LLP and Xxxxxx Xxxxxxxxx & XxxxxxxxgXxxxxxx LLP, each counsel for the Company, each in form xxx xubstaxxx xxxxsfactory and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions required by Sections Section 5(b) and 5(c) hereof. (3) The favorable opinion of Sidley Austin Brown & Wood Xxxxx Xxxxx LLP, counsel for the Underwriters, dated xxxx Xxxx xx Dexxxxrysuch Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(d5(c) hereof. (4) A letter Letters from Arthur Andersen PricewaterhouseCoopers LLP and Deloitte & Touche LLP, in form and substance satisfactory to txx Xxdxxxxxxxxs the Representatives and dated such Date of Delivery, substantially in the same form and substance as the letter letters furnished to the Underwriters Representatives pursuant to Section 5(f) hereof, except that the "“specified date" ” on the letter letters furnished pursuant to this paragraph shall be a date not more than three five business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company's ’s other securities by any nationally recognized statistical such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any of the Company's ’s other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Underwriters Representatives shall have received: (1i) A certificate, dated such Date of Delivery, of the Chief Executive Officer, President or Executive Vice President of the Company and the Chief Financial Officer or Chief Accounting Officer an executive of the Company, confirming that the certificate certificates delivered at the Closing Time pursuant to Section 5(e5(c) and 5(i) hereof remains remain true and correct as of such Date of Delivery. (2ii) The favorable opinions of Ronald E. Christian, General Counsel of the Company and Xxxxxx & Xxxxxxxxg, counsel for the Company, each in form xxx xubstaxxx xxxxsfactory to the Underwriterswritten opinion, dated such Date of Delivery, of De Brauw Blackstone Westbroek N.V., Dutch counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions opinion required by Sections Section 5(b) and 5(c) hereof. (3iii) The favorable opinion written opinion, dated such Date of Sidley Austin Brown & Wood LLPDelivery, of Jan-Xxxxxx Xxxx, General Counsel of the Company, in form and substance satisfactory to counsel for the Underwriters, dated xxxx Xxxx xx Dexxxxry, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(d) hereof. (4iv) A letter from Arthur Andersen The written opinion, dated such Date of Delivery, of Xxxxxxxx & Xxxxxxxx LLP, U.S. counsel for the Company, in form and substance satisfactory to txx Xxdxxxxxxxxs counsel for the Underwriters, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(e) hereof. (v) The written opinion, dated such Date of Delivery, of Xxxxx Xxxx & Xxxxxxxx, counsel for the Underwriters, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(f) hereof. (vi) The written opinion, dated such Date of Delivery, of KPMG Meijburg & Co., special Dutch tax counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(h) hereof. (vii) A letter, dated such Date of Delivery, from each of Ernst & Young Accountants and KPMG Accountants N.V., in form and substance satisfactory to the Representatives, substantially in the same form and substance as the letter letters furnished to the Underwriters Representatives pursuant to Section 5(f) hereof, except that the "specified date" on the letter furnished pursuant to this paragraph shall be a date not more than three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company's other securities by any nationally recognized statistical rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review its rating of the Underwritten Securities or any of the Company's other securities.to

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company and the Operating Partnership contained herein and the statements in any certificates furnished by the Company Company, the Operating Partnership or any of its their respective subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Underwriters shall Merrxxx Xxxcx xxxll have received: (1) A certificate, dated such Date of Delivery, of the President, Chief Executive Officer, President Officer or Executive a Vice President of the Company and of the Chief Financial Officer or Chief Accounting Officer chief accounting officer of the Company, Company on behalf of the Company and on behalf of the Company in its capacity as general partner of the Operating Partnership confirming that the certificate delivered at the Closing Time pursuant to Section 5(e) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinions opinion of Ronald E. ChristianRogexx & Xellx, General Counsel of xxunsel for the Company and Xxxxxx & Xxxxxxxxgthe Operating Partnership, in form and substance reasonably satisfactory to counsel for the Company, each in form xxx xubstaxxx xxxxsfactory to the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinions opinion required by Sections 5(b) and 5(c5(d) hereof. (3) The favorable opinion of Sidley Austin Brown Browx & Wood Xood LLP, counsel for the Underwriters, dated xxxx Xxxx xx Dexxxxrysuch Date of Delivery, relating to the Option Underwritten Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section Sections 5(c) and 5(d) hereof. (4) A letter from Arthur Andersen LLPCoopers & Lybrxxx X.X.P., in form and substance satisfactory to txx Xxdxxxxxxxxs and Merrxxx Xxxcx xxx dated such Date of Delivery, substantially in the same form in scope and substance as the letter furnished to the Underwriters pursuant Merrxxx Xxxcx xxxsuant to Section 5(f5(f)(1) hereof, except that the "specified date" on in the letter furnished pursuant to this paragraph Section 5(m) (4) shall be a date not more than three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company's or Operating Partnership's other securities by any nationally recognized statistical such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review its rating of the Underwritten Securities or any of the Company's or the Operating Partnership's other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company and the Guarantors contained herein and the statements in any certificates furnished by the Company Company, any Guarantor or any of its their subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Underwriters Representative shall have received: (1) A certificate, dated such Date of Delivery, of the Chief Executive OfficerChairman, the President or Executive any Vice President of the Company and the Chief Financial Officer or Chief Accounting Officer of the Companyan executive officer of each Guarantor, confirming that the certificate delivered at the Closing Time pursuant to Section 5(e5(d) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinions opinion of Ronald E. Christianeither of Xxxxx X. Xxxxx, General Counsel of the Company and Xxxxxx & XxxxxxxxgEsquire, or X. X. Xxxxxxxxx, Xx., Esquire, counsel for the CompanyCompany and each Guarantor, each in form xxx xubstaxxx xxxxsfactory and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions opinion required by Sections Section 5(b) and 5(c) hereof. (3) The favorable opinion of Sidley Austin Brown & Wood LLP, counsel for the Underwriters, dated xxxx Xxxx xx Dexxxxrysuch Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(d5(c) hereof. (4) A letter from Arthur Andersen Deloitte & Touche LLP, in form and substance satisfactory to txx Xxdxxxxxxxxs the Representative and dated such Date of Delivery, substantially in the same form and substance as the letter furnished to the Underwriters Representative pursuant to Section 5(f) hereof, except that the "“specified date" on ” in the letter furnished pursuant to this paragraph shall be a date not more than three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company's ’s or any Guarantor’s other securities by any nationally recognized statistical rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review its rating of the Underwritten Securities or any of the Company's ’s or any Guarantor’s other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company and the Guarantors contained herein and the statements in any certificates furnished by the Company Company, any Guarantor or any of its their subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Underwriters Representative shall have received: (1) A certificate, dated such Date of Delivery, of the Chief Executive OfficerChairman, the President or Executive any Vice President of the Company and the Chief Financial Officer or Chief Accounting Officer of the Companyan executive officer of each Guarantor, confirming that the certificate delivered at the Closing Time pursuant to Section 5(e5(d) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinions opinion of Ronald E. Christianany of James T. Foran, General Counsel of the Company and Xxxxxx & XxxxxxxxgEsquire, R. Edwin Selover, Esquire, or David P. Xxxxx, Xxxxxxe, counsel for the CompanyXxxxxxx and each Guaraxxxx, each in xxxx xx form xxx xubstaxxx xxxxsfactory and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions opinion required by Sections Section 5(b) and 5(c) hereof. (3) The favorable opinion of Sidley Austin Brown & Wood LLP, counsel for the Underwriters, dated xxxx Xxxx xx Dexxxxrysuch Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(d5(c) hereof. (4) A letter from Arthur Andersen Deloitte & Touche LLP, in form and substance satisfactory to txx Xxdxxxxxxxxs the Representative and dated such Date of Delivery, substantially in the same form and substance as the letter furnished to the Underwriters Representative pursuant to Section 5(f) hereof, except that the "specified date" on in the letter furnished pursuant to this paragraph shall be a date not more than three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company's or any Guarantor's other securities by any nationally recognized statistical rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review its rating of the Underwritten Securities or any of the Company's or any Guarantor's other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company PSEG in the applicable Terms Agreement and the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company PSEG contained herein and the statements in any certificates furnished by the Company PSEG or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Underwriters Representatives shall have received: (1) A certificate, dated such Date of Delivery, of the Chief Executive OfficerChairman, the President or Executive any Vice President of the Company and the Chief Financial Officer or Chief Accounting Officer of the CompanyPSEG, confirming that the certificate delivered at the Closing Time pursuant to Section 5(e) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinions opinion of Ronald E. Christianeither Xxxxx X. Xxxxx, Esquire, Associate General Counsel of the Company PSEG or R. Xxxxx Xxxxxxx, Esquire, Senior Vice President and Xxxxxx & Xxxxxxxxg, counsel for the CompanyGeneral Counsel of PSEG, each in form xxx xubstaxxx xxxxsfactory and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions opinion required by Sections Section 5(b) and 5(c) hereof. (3) A letter from Xxxxxxx Xxxxx Xxxxxxx & Xxxxxxxxx, LLP, in form and substance satisfactory to counsel for the Underwriters dated such Date of Delivery, to the same effect as the letter required by Section 5(c) hereof. (4) The favorable opinion of Sidley Austin Brown Xxxxxx Xxxxx & Wood Xxxx LLP, counsel for the Underwriters, dated xxxx Xxxx xx Dexxxxrysuch Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(d) hereof. (45) A letter from Arthur Andersen Deloitte & Touche LLP, in form and substance satisfactory to txx Xxdxxxxxxxxs the Representatives and dated such Date of Delivery, substantially in the same form and substance as the letter furnished to the Underwriters Representatives pursuant to Section 5(f5(g) hereof, except that the "“specified date" on ” in the letter furnished pursuant to this paragraph shall be a date not more than three business days prior to such Date of Delivery. (56) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company's PSEG’s other securities by any nationally recognized statistical such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review its rating of the Underwritten Securities or any of the Company's PSEG’s other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company PSEG in the applicable Terms Agreement and the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company PSEG contained herein and the statements in any certificates furnished by the Company PSEG or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Underwriters NAME shall have received: (1) A certificate, dated such Date of Delivery, of the Chief Executive OfficerChairman, the President or Executive any Vice President of the Company and the Chief Financial Officer or Chief Accounting Officer of the CompanyPSEG, confirming that the certificate delivered at the Closing Time pursuant to Section 5(e5(d) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinions opinion of Ronald E. Christianeither Xxxxx X. Xxxxx, Esquire, Associate General Counsel of the Company or R. Xxxxx Xxxxxxx, Esquire, Vice President and Xxxxxx & Xxxxxxxxg, counsel General Counsel for the CompanyPSEG, each in form xxx xubstaxxx xxxxsfactory and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions opinion required by Sections Section 5(b) and 5(c) hereof. (3) The favorable opinion of Sidley Austin Brown Xxxxx & Wood Xxxx LLP, counsel for the Underwriters, dated xxxx Xxxx xx Dexxxxrysuch Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(d5(c) hereof. (4) A letter from Arthur Andersen Deloitte & Touche LLP, in form and substance satisfactory to txx Xxdxxxxxxxxs NAME and dated such Date of Delivery, substantially in the same form and substance as the letter furnished to the Underwriters NAME pursuant to Section 5(f) hereof, except that the "specified date" on in the letter furnished pursuant to this paragraph shall be a date not more than three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the CompanyPSEG's other securities by any nationally recognized statistical such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review its rating of the Underwritten Securities or any of the CompanyPSEG's other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and the any Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Underwriters Representatives shall have received: (1) A certificate, dated such Date of Delivery, of the Chairman or President and Chief Executive OfficerOfficer of the Company, President or of the Executive Vice President – Finance, Chief Financial Officer and Treasurer or Chief Accounting Officer of the Company and the Chief Financial Officer or Chief Accounting Officer of any other authorized representative of the Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(e5(d) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinions opinion of Ronald E. Christianeach of Sidley Austin LLP, Sxxxxxx X. Xxxxxxx, General Counsel of the Company Company, and Xxxxxx Holland & XxxxxxxxgKnight LLP, each counsel for the Company, each in form xxx xubstaxxx xxxxsfactory and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions required by Sections Section 5(b) and 5(c) hereof. (3) The favorable opinion of Sidley Austin Brown & Wood Mxxxx Xxxxx LLP, counsel for the Underwriters, dated xxxx Xxxx xx Dexxxxrysuch Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(d5(c) hereof. (4) A letter Letters from Arthur Andersen PricewaterhouseCoopers LLP and Ernst & Young LLP, in form and substance satisfactory to txx Xxdxxxxxxxxs the Representatives and dated such Date of Delivery, substantially in the same form and substance as the letter respective letters furnished to the Underwriters Representatives pursuant to Section 5(f) hereof, except that the "“specified date" ” on the letter letters furnished pursuant to this paragraph shall be a date not more than three five business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company's ’s other securities by any nationally recognized statistical such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any of the Company's ’s other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Underwriters shall Merrxxx Xxxcx xxxll have received: (1) A certificate, dated such Date of Delivery, of the Chief Executive OfficerChairman, Vice Chairman, President or Executive a Vice President of the Company and of the Chief Financial Officer or Chief Accounting Officer of the Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(e5(d) hereof remains true and correct as of such Date of Delivery.; (2) The favorable opinions opinion of Ronald E. ChristianRichxxx X. Xxxx, General Xx., Xxneral Counsel of for the Company and Xxxxxx & XxxxxxxxgThomxxxx Xxxxxx, counsel xxunsel for the Company, each in form xxx xubstaxxx xxxxsfactory and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions opinion required by Sections Section 5(b) and 5(c) hereof.; (3) The favorable opinion of Sidley Austin Brown Browx & Wood Xood LLP, counsel for the Underwriters, dated xxxx Xxxx xx Dexxxxrysuch Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(d5(c) hereof.; and (4) A letter from Arthur Andersen KMPG Peat Marwick LLP, in form and substance satisfactory to txx Xxdxxxxxxxxs and Merrxxx Xxxcx xxx dated such Date of Delivery, substantially in the same form and substance as the letter furnished to the Underwriters pursuant Merrxxx Xxxcx xxxsuant to Section 5(f) hereof, except that the "specified date" on the letter furnished pursuant to this paragraph shall be a date not more than three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company's other securities by any nationally recognized statistical rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review its rating of the Underwritten Securities or any of the Company's other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Underwriters shall Merrxxx Xxxcx xxxll have received: (1) A certificate, dated such Date of Delivery, of the President and Chief Executive Officer, President Officer or Executive a Vice President of the Company and the Chief Financial Officer or Chief Accounting Officer of the Company, chief financial or chief accounting officer of the Company on behalf of the Company confirming that the certificate delivered at the Closing Time pursuant to Section 5(e5(g) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinions opinion of Ronald E. ChristianLathxx & Xatkxxx, General Counsel xxunsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Company Option Underwritten Securities to be purchased on such Date of Delivery and Xxxxxx otherwise to the same effect as the opinion required by Sections 5(b) and 5(f) hereof. (3) The favorable opinion of Ballxxx Xxxxx Xxxxxxx & XxxxxxxxgIngersoll, special Maryland counsel for the Company, each in form xxx xubstaxxx xxxxsfactory and substance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect extent as the opinions opinion required by Sections 5(b5(c) and 5(c5(f) hereof. (34) The favorable opinion of Sidley Austin Brown & Wood LLPS. Eric Xxxxxxx, Xxq., general counsel of the Company, in form and substance reasonably satisfactory to counsel for the Underwriters, dated xxxx Xxxx xx Dexxxxrysuch Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect extent as the opinion required by Section Sections 5(d) and 5(f) hereof. (45) A letter from Arthur Andersen The favorable opinion of Browx & Xood LLP, in form and substance satisfactory to txx Xxdxxxxxxxxs and counsel for the Underwriters, dated such Date of Delivery, substantially in the same form and substance as the letter furnished relating to the Underwriters pursuant Option Underwritten Securities to Section 5(f) hereof, except that the "specified date" be purchased on the letter furnished pursuant to this paragraph shall be a date not more than three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company's other securities by any nationally recognized statistical rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review its rating of the Underwritten Securities or any of the Company's other securities.Delivery and

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company and the Operating Partnership contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries the Operating Partnership hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Underwriters Representatives shall have received: (1) A certificate, certificate dated such Date of Delivery, of the Chief Executive Officer, President or Executive a Vice President of the Company for itself and as general partner of the Operating Partnership and the Chief Financial Officer chief financial officer or Chief Accounting Officer chief accounting officer of the Company, Company for itself and as general partner of the Operating Partnership confirming that the certificate delivered at the Closing Time pursuant to Section 5(e5(d) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinions opinion of Ronald E. Christian, General Counsel of the Company and Xxxxxx Sidley Austin Brown & XxxxxxxxgWood LLP, counsel for the Company, each in form xxx xubstaxxx xxxxsfactory to and substaxxx xxxxxxxxtorx xx counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions opinion required by Sections 5(b) and 5(cSection 5(b)(i) hereof. (3) The favorable opinion of Sidley Austin Brown & Wood Clifford Chance US LLP, counsel for the Underwriters, dated xxxx Xxxx such Datx xx DexxxxryXxxivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(d5(c) hereof. (4) A letter from Arthur Andersen Ernst & Young LLP, in form and substance satisfactory to txx Xxdxxxxxxxxs the Representatives and dated such Date of Delivery, substantially in the same form and substance as the letter furnished to the Underwriters Representatives pursuant to Section 5(f) hereof, except that the "specified date" on the letter furnished pursuant to this paragraph shall be a date not more than three business days prior to such Date of Delivery. (5) Since The favorable opinion of Solomon and Weinberg LLP, special tax counsel for the time Company, in form and substxxxx xxxisfactory to counsel for the Underwriters, dated such Date of execution of such Terms AgreementDelivery, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned relating to the Option Underwritten Securities or any of and otherwise to the Company's other securities same effect as the opinion required by any nationally recognized statistical rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review its rating of the Underwritten Securities or any of the Company's other securitiesSection 5(b)(ii) hereof.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Underwriters shall Merrxxx Xxxcx xxxll have received: (1) A certificate, dated such Date of Delivery, of the Chief Executive Officer, President or Executive a Vice President of the Company and the Chief Financial Officer chief financial officer or Chief Accounting Officer chief accounting officer of the Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(e5(d) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinions opinion of Ronald E. ChristianWilsxx Xxxxxxx Xxxxxxxx & Xosaxx, General Counsel of the Company and Xxxxxx & XxxxxxxxgProfessional Corporation, counsel for the Company, each in form xxx xubstaxxx xxxxsfactory and substance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions opinion required by Sections Section 5(b) and 5(c) hereof. (3) The favorable opinion of Sidley Austin Brown Mayex, Xxowx & Wood LLPXlatx, counsel xxunsel for the Underwriters, dated xxxx Xxxx xx Dexxxxrysuch Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(d5(c) hereof. (4) A letter from Arthur Andersen KPMG LLP, in form and substance satisfactory to txx Xxdxxxxxxxxs and Merrxxx Xxxcx xxx dated such Date of Delivery, substantially in the same form and substance as the letter furnished to the Underwriters Merrxxx Xxxcx pursuant to Section 5(f) hereof, except that the "specified date" on the letter furnished pursuant to this paragraph shall be a date not more than three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company's other securities by any nationally recognized statistical rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review its rating of the Underwritten Securities or any of the Company's other securities.to

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Preferred Securities, the representations and warranties of the Trust and the Company contained herein and the statements in any certificates furnished by the Trust or the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Underwriters Representative shall have received: (1i) A certificate, dated such Date of Delivery, of the Chief Executive OfficerChairman, President the President, a Vice Chairman or Executive a Vice President of the Company and the Chief Financial Officer or Chief Accounting Officer of the Companychief financial officer or chief accounting officer or the Treasurer of the Company and of a Regular Trustee of the Trust, confirming that the certificate certificates delivered at the Closing Time pursuant to Section 5(e5(h) hereof remains remain true and correct as of such Date of Delivery. (2ii) The favorable opinions of Ronald E. Christian(i) Xxxxxxx & Xxxxxx, General Counsel of LLP, special counsel for the Company and (ii) Xxxxxxxx, Xxxxxx & XxxxxxxxgFinger, P.A., special Delaware counsel for to the CompanyTrust, each in form xxx xubstaxxx xxxxsfactory and substance reasonably satisfactory to the UnderwritersRepresentative, dated such Date of Delivery, relating to the Option Underwritten Preferred Securities and otherwise to the same effect as the opinions required by Sections 5(b) and 5(d) hereof. (iii) The opinion of Xxxxxxx & Xxxxxx, LLP, special tax counsel to the Trust and the Company, in form and substance reasonably satisfactory to the Representative, dated such Date of Delivery, relating to the Option Preferred Securities and otherwise to the same effect as the opinions required by Section 5(c) hereof. (3iv) The favorable opinion of Sidley Austin Brown Xxxxxx Xxxxx & Wood Xxxx LLP, counsel for the Underwriters, dated xxxx Xxxx xx Dexxxxrysuch Date of Delivery, relating to the Option Underwritten Preferred Securities and otherwise to the same effect as the opinion required by Section 5(d5(f) hereof. (4v) A letter from Arthur Andersen PricewaterhouseCoopers LLP, in form and substance reasonably satisfactory to txx Xxdxxxxxxxxs the Representative and dated such Date of Delivery, substantially in the same form and substance as the letter furnished to the Underwriters pursuant to Section 5(f5(i) hereof, except that the "specified date" on the letter furnished pursuant to this paragraph shall be a date not more than three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company's other securities by any nationally recognized statistical rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review its rating of the Underwritten Securities or any of the Company's other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and If the Underwriters exercise their option Option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Underwriters shall have received: (1) A certificate, dated such Date of Delivery, of the Chief Executive Officer, President or Executive a Vice President of the Company and the Chief Financial Officer chief financial officer or Chief Accounting Officer chief accounting officer of the Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(e5(d) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinions opinion of Ronald E. Christian, General Counsel of the Company and Wallxx Xxxsxxx Xxxxxx & XxxxxxxxgXavix, X Professional Limited Liability Company, Browx & Xood, LLP and Glass, McCuxxxxxx, Xxxxxxxx & Xarrxxx, XXP counsel for the Company, each in form xxx xubstaxxx xxxxsfactory and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions Opinion required by Sections Section 5(b) and 5(c) hereof. (3) The favorable opinion Opinion of Sidley Austin Brown Hogax & Wood LLPXartxxx X.X.P., counsel for the Underwriters, dated xxxx Xxxx xx Dexxxxrysuch Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(d5(c) hereof. (4) A letter from Arthur Andersen Ernst & Young LLP., in form and substance satisfactory to txx Xxdxxxxxxxxs the Underwriters and dated such Date of Delivery, substantially in the same form and substance as the letter furnished to the Underwriters pursuant to Section 5(f) hereof, except that the "specified date" on the letter furnished pursuant to this paragraph shall be a date not more than three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company's other securities by any nationally recognized statistical rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review its rating of the Underwritten Securities or any of the Company's other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and the any Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Underwriters Representatives shall have received: (1) A certificate, dated such Date of Delivery, of the Chairman or President and Chief Executive OfficerOfficer of the Company, President or of the Executive Vice President — Finance, Chief Financial Officer and Treasurer or Chief Accounting Officer of the Company and the Chief Financial Officer or Chief Accounting Officer of any other authorized representative of the Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(e5(d) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinions opinion of Ronald E. Christianeach of Sidley Austin LLP, Xxxxxxx X. Xxxxxxx, General Counsel of the Company Company, and Xxxxxx Holland & XxxxxxxxgKnight LLP, each counsel for the Company, each in form xxx xubstaxxx xxxxsfactory and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions required by Sections Section 5(b) and 5(c) hereof. (3) The favorable opinion of Sidley Austin Brown & Wood Xxxxx Xxxxx LLP, counsel for the Underwriters, dated xxxx Xxxx xx Dexxxxrysuch Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(d5(c) hereof. (4) A letter Letters from Arthur Andersen PricewaterhouseCoopers LLP and Ernst & Young LLP, in form and substance satisfactory to txx Xxdxxxxxxxxs the Representatives and dated such Date of Delivery, substantially in the same form and substance as the letter respective letters furnished to the Underwriters Representatives pursuant to Section 5(f) hereof, except that the "“specified date" ” on the letter letters furnished pursuant to this paragraph shall be a date not more than three five business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company's ’s other securities by any nationally recognized statistical such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any of the Company's ’s other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Underwriters shall have received: (1) A certificate, dated such Date of Delivery, of the Chief Executive Officer, President or Executive Vice President of the Company and the Chief Financial Officer or Chief Accounting Officer of the Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(e) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinions of Ronald E. ChristianXxxxxx X. Xxxxxxx, General Counsel of the Company and Xxxxxx & XxxxxxxxgXxxxxxxxx LLP, counsel for the CompanyCompany and the Guarantors, each in form xxx xubstaxxx xxxxsfactory and substance satisfactory to the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions required by Sections 5(b) and 5(c) hereof. (3) The favorable opinion of Sidley Austin Brown Xxxxxx Xxxxx & Wood Xxxx LLP, counsel for the Underwriters, dated xxxx Xxxx xx Dexxxxrysuch Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(d) hereof. (4) A letter from Arthur Andersen Deloitte & Touche LLP, in form and substance satisfactory to txx Xxdxxxxxxxxs the Underwriters and dated such Date of Delivery, substantially in the same form and substance as the letter furnished to the Underwriters pursuant to Section 5(f) hereof, except that the "“specified date" ” on the letter furnished pursuant to this paragraph shall be a date not more than three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company's ’s other securities by any nationally recognized statistical rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review its rating of the Underwritten Securities or any of the Company's ’s other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company Operating Partnership in the applicable Terms Agreement and the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company Operating Partnership contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries Operating Partnership hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Underwriters shall Merrxxx Xxxcx xxxll have received: (1) A certificate, certificate dated such Date of Delivery, of the Chief Executive Officer, President or Executive a Vice President of the Company and the Chief Financial Officer chief financial officer or Chief Accounting Officer chief accounting officer of the Company, as the sole managing general partner of the Operating Partnership confirming that the certificate delivered at the Closing Time pursuant to Section 5(e5(d) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinions of Ronald E. ChristianBakex & Xanixxx xxxnsel for the Operating Partnership, General and Jamex X. Xxxxxxx, Xxneral Counsel of to the Company Operating Partnership, in form and Xxxxxx & Xxxxxxxxg, substance satisfactory to counsel for the Company, each in form xxx xubstaxxx xxxxsfactory to the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions opinion required by Sections Section 5(b) and 5(c) hereof. (3) The favorable opinion of Sidley Austin Brown Rogexx & Wood LLPXellx XXX, counsel for the Underwriters, dated xxxx Xxxx xx Dexxxxrysuch Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(d5(c) hereof. (4) A letter from Arthur Andersen LLPArthxx Xxxexxxx XXX, in form and substance satisfactory to txx Xxdxxxxxxxxs and Merrxxx Xxxcx xxx dated such Date of Delivery, substantially in the same form and substance as the letter furnished to the Underwriters pursuant to Section 5(f) hereof, except that the "specified date" on the letter furnished pursuant to this paragraph shall be a date not more than three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company's other securities by any nationally recognized statistical rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review its rating of the Underwritten Securities or any of the Company's other securities.letter

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Underwriters Representatives shall have received: (1i) A certificate, dated such Date of Delivery, of the Chief Executive Officer, President or Executive Vice President of the Company and the Chief Financial Officer or Chief Accounting Officer an executive of the Company, confirming that the certificate certificates delivered at the Closing Time pursuant to Section 5(e5(h) hereof remains true and correct as of such Date of Delivery. (2ii) The favorable opinions of Ronald E. Christian, General Counsel of the Company and Xxxxxx & Xxxxxxxxg, counsel for the Company, each in form xxx xubstaxxx xxxxsfactory to the Underwriterswritten opinion, dated such Date of Delivery, of De Brauw Blackstone Westbroek N.V., Dutch counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions opinion required by Sections Section 5(b) hereof. (iii) The written opinion, dated such Date of Delivery, of the office of the General Counsel of the Company, in form and substance satisfactory to counsel for the Underwriters, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(c) hereof. (3iv) The favorable written opinion or opinions, dated such Date of Sidley Austin Brown Delivery, of Sxxxxxxx & Wood Cxxxxxxx LLP, U.S. counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, dated xxxx Xxxx xx Dexxxxry, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(d) hereof. (4v) A letter from Arthur Andersen LLPThe written opinion, dated such Date of Delivery, of Dxxxx Xxxx & Wxxxxxxx, counsel for the Underwriters, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(e) hereof. (vi) The written opinion, dated such Date of Delivery, of KPMG Meijburg & Co., special Dutch tax counsel for the Company, in form and substance satisfactory to txx Xxdxxxxxxxxs counsel for the Underwriters, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(g) hereof. (vii) A letter, dated such Date of Delivery, from each of Ernst & Young Accountants and KPMG Accountants N.V., in form and substance satisfactory to the Representatives, substantially in the same form and substance as the letter letters furnished to the Underwriters Representatives pursuant to Section 5(f5(i) hereof, except that the "specified date" date on the letter letters furnished pursuant to this paragraph shall be a date not more than three business days prior to such Date of Delivery. (5viii) Since A letter, dated such Date of Delivery, from each of Mxxxx s and S&P, or other evidence satisfactory to the time Representatives, confirming that the Securities are rated at least A2 , by Mxxxx’x and A- by S&P and that since the date of execution of such Terms this Agreement, there shall not have occurred a no downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any other securities of the Company's other securities Company by any nationally recognized statistical rating organizationagency as that term is defined by the Commission for purposes of Rule 436(g)(2) under the 1933 Act has occurred, and no such rating organization shall have has publicly announced that it has under surveillance or review review, that does not indicate an improvement, its rating of the Underwritten Securities or any other securities of the Company's other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Underwriters Representative shall have received: (1i) A certificate, dated such Date of Delivery, of the Chief Executive Officer, President or Executive a Vice President of the Company and the Chief Financial Officer chief financial officer or Chief Accounting Officer chief accounting officer of the Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(e5(d) hereof remains true and correct as of such Date of Delivery. (2ii) The favorable opinions opinion of Ronald E. ChristianXxxxxxx Xxxxxxxxx Xxxxxxx & Xxxxxxx, General Counsel of the Company and Xxxxxx & XxxxxxxxgL.L.P., counsel for the Company, each in form xxx xubstaxxx xxxxsfactory and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions required by Sections 5(b) and 5(c) hereof. (3) The favorable opinion of Sidley Austin Brown & Wood LLP, counsel for the Underwriters, dated xxxx Xxxx xx Dexxxxry, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(d) hereof. (4iii) The favorable opinion of Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx, counsel for the Underwriters, dated such Date of Delivery, relating to the Opinion Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(c) hereof. (iv) A letter from Arthur Andersen LLP, Price Waterhouse LLP (and such other accountants) in form and substance satisfactory to txx Xxdxxxxxxxxs the Representative and dated such Date of Delivery, substantially in the same form and substance as the letter furnished to the Underwriters Representative pursuant to Section 5(f) hereof, except that the "specified date" on the letter furnished pursuant to this paragraph shall be a date not more than three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company's other securities by any nationally recognized statistical rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review its rating of the Underwritten Securities or any of the Company's other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Debt Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by to the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Underwriters __________________ shall have received: (1) A certificate, dated such Date of Delivery, of the Chief Executive Officer, President or Executive a Vice President of the Company and the Chief Financial Officer chief financial officer or Chief Accounting Officer chief accounting officer of the Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(e5(d) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinions opinion of Ronald E. Christian, General Counsel of the Company and Schixx Xxxxxx & XxxxxxxxgXaitx, counsel xxunsel for the Company, each in form xxx xubstaxxx xxxxsfactory and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions required by Sections 5(b) and 5(c) hereof. (3) The favorable opinion of Sidley Austin Brown & Wood LLP, counsel for the Underwriters, dated xxxx Xxxx xx Dexxxxry, relating to the Option Underwritten Debt Securities and otherwise to the same effect as the opinion required by Section 5(d5(b) hereof. (3) The favorable opinion of Winthrop, Stimson, Putnxx & Xobexxx xxxnsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Debt Securities and otherwise to the same effect as the opinion required by Section 5(c) hereof. (4) A letter from Arthur Andersen Price Waterhouse LLP, in form and substance satisfactory to txx Xxdxxxxxxxxs __________________ and dated such Date of Delivery, substantially in the same form and substance as the letter furnished to the Underwriters __________________ pursuant to Section 5(f) hereof, except that the "specified date" on the letter furnished pursuant to this paragraph shall be a date not more than three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company's other securities by any nationally recognized statistical rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review its rating of the Underwritten Securities or any of the Company's other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company and the Operating Partnership in the applicable Terms Agreement and the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company and the Operating Partnership contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries the Operating Partnership hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Underwriters Xxxxxxx Xxxxx shall have received: (1) A certificate, certificate dated such Date of Delivery, of the Chief Executive Officer, President or Executive a Vice President of the Company for itself and as general partner of the Operating Partnership and the Chief Financial Officer chief financial officer or Chief Accounting Officer chief accounting officer of the Company, Company for itself and as general partner of the Operating Partnership confirming that the certificate delivered at the Closing Time pursuant to Section 5(e5(d) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinions opinion of Ronald E. Christian, General Counsel of the Company and Xxxxxx Xxxxx & XxxxxxxxgWood LLP, counsel for the Company, each in form xxx xubstaxxx xxxxsfactory and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions opinion required by Sections Section 5(b) and 5(c) hereof. (3) The favorable opinion of Sidley Austin Brown Xxxxxx & Wood LLPXxxxx, counsel for the Underwriters, dated xxxx Xxxx xx Dexxxxrysuch Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(d5(c) hereof. (4) A letter from Arthur Andersen Ernst & Young LLP, in form and substance satisfactory to txx Xxdxxxxxxxxs Xxxxxxx Xxxxx and dated such Date of Delivery, substantially in the same form and substance as the letter furnished to the Underwriters Xxxxxxx Xxxxx pursuant to Section 5(f) hereof, except that the "specified date" on the letter furnished pursuant to this paragraph shall be a date not more than three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company's other securities by any nationally recognized statistical rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review its rating of the Underwritten Securities or any of the Company's other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Underwriters Delivery Xxxxxxx Xxxxx shall have received: (1) A certificate, dated such Date of Delivery, of the Chief Executive Officer, President or Executive a Vice President of the Company and the Chief Financial Officer chief financial officer or Chief Accounting Officer chief accounting officer of the Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(e5(d) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinions opinion of Ronald E. Christian, General Counsel of the Company and Xxxxxx & XxxxxxxxgXxxxxxx and/or Xxxxxxx Xxxxxx, counsel for the Company and/or general counsel of the Company, each in form xxx xubstaxxx xxxxsfactory and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions opinion required by Sections Section 5(b) and 5(c) hereof. (3) The favorable opinion of Sidley Austin Brown Xxxxx & Wood LLPXxxx llp, counsel for the Underwriters, dated xxxx Xxxx xx Dexxxxrysuch Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(d5(c) hereof. (4) A letter from Arthur Andersen Ernst & Young LLP, in form and substance satisfactory to txx Xxdxxxxxxxxs Xxxxxxx Xxxxx and dated such Date of Delivery, substantially in the same form and substance as the letter furnished to the Underwriters Xxxxxxx Xxxxx pursuant to Section 5(f) hereof, except that the "specified date" on the letter furnished pursuant to this paragraph shall be a date not more than three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company's other securities by any nationally recognized statistical such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review its rating of the Underwritten Securities or any of the Company's other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Underwriters Merrill Lynch shall have received: (1) A certificate, dated such Date of Deliverysuxx Xxxx xx Xxlivery, of the Chief Executive Officer, President or Executive a Vice President of the Company and the Chief Financial Officer chief financial officer or Chief Accounting Officer chief accounting officer of the Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(e5(d) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinions opinion of Ronald E. ChristianChoate, General Counsel of the Company and Xxxxxx Hall & XxxxxxxxgStewart, counsel for the Company, each in form xxx xubstaxxx xxxxsfactory to and substanxx xxxisfactory xx xxxnsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions opinion required by Sections Section 5(b) and 5(c) hereof. (3) The favorable opinion of Sidley Austin Brown & Wood LLP, counsel for the Underwriters, dated xxxx Xxxx xx Dexxxxrysuch Date of Dxxxxxry, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(d5(c) hereof. (4) A letter from Arthur Andersen Ernst & Young LLP, in form and substance satisfactory to txx Xxdxxxxxxxxs Merrill Lynch and dated such Date of Delivery, substantially in the same form and xxxx xxrx xxx substance as the letter furnished to the Underwriters Merrill Lynch pursuant to Section 5(f) hereof, except that the "specified datexaxx" on xn the letter furnished pursuant to this paragraph shall be a date not more than three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company's other securities or the Company's financial strength or claims paying ability] by any nationally recognized statistical such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review its rating of the Underwritten Securities or any of the Company's other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Underwriters Representatives shall have received: (1) A certificate, dated such Date of Delivery, of the Chief Executive OfficerChairman, President or Executive Vice President President-Finance of the Company and the Chief Financial Officer Controller or Chief Accounting Officer Treasurer of the Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(e5(d) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinions opinion of Ronald E. Christianeach of Sidley Xxxxxx Xxxxx & Xxxx and Holland & Knight, General Counsel of the Company and Xxxxxx & Xxxxxxxxg, each counsel for the Company, each in form xxx xubstaxxx xxxxsfactory and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions required by Sections Section 5(b) and 5(c) hereof. (3) The favorable opinion of Sidley Austin Brown Mayer, Brown, Xxxx & Wood LLPMaw, counsel for the Underwriters, dated xxxx Xxxx xx Dexxxxrysuch Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(d5(c) hereof. (4) A letter from Arthur Andersen PricewaterhouseCoopers LLP, in form and substance satisfactory to txx Xxdxxxxxxxxs the Representatives and dated such Date of Delivery, substantially in the same form and substance as the letter furnished to the Underwriters Representatives pursuant to Section 5(f) hereof, except that the "specified date" on the letter furnished pursuant to this paragraph shall be a date not more than three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company's other securities by any nationally recognized statistical such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any of the Company's other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Underwriters Delivery Xxxxxxx Xxxxx shall have received: (1) A certificate, dated such Date of Delivery, of the Chief Executive Officer, President or Executive a Vice President of the Company and the Chief Financial Officer chief financial officer or Chief Accounting Officer chief accounting officer of the Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(e5(d) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinions opinion of Ronald E. ChristianXxxxxx & Xxxxxxx, the General Counsel of the Company and Xxxxxx & Xxxxxxxxgand/or Xxxxxxx Xxxxxx, counsel for the Company, each in form xxx xubstaxxx xxxxsfactory and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions opinion required by Sections Section 5(b) and 5(c) hereof. (3) The favorable opinion of Sidley Austin Brown Xxxxx & Wood LLPXxxx llp, counsel for the Underwriters, dated xxxx Xxxx xx Dexxxxrysuch Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(d5(c) hereof. (4) A letter from Arthur Andersen Ernst & Young LLP, in form and substance satisfactory to txx Xxdxxxxxxxxs Xxxxxxx Xxxxx and dated such Date of Delivery, substantially in the same form and substance as the letter furnished to the Underwriters Xxxxxxx Xxxxx pursuant to Section 5(f) hereof, except that the "specified date" on the letter furnished pursuant to this paragraph shall be a date not more than three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company's other securities by any nationally recognized statistical such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review its rating of the Underwritten Securities or any of the Company's other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Underwriters shall Smitx Xxxxxx xxxll have received: (1) A certificate, dated such Date of Delivery, of the President and Chief Executive Officer, President Officer or Executive a Vice President of the Company and the Chief Financial Officer or Chief Accounting Officer of the Company, chief financial or chief accounting officer of the Company on behalf of the Company confirming that the certificate delivered at the Closing Time pursuant to Section 5(e5(g) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinions opinion of Ronald E. ChristianLathxx & Xatkxxx, General Counsel xxunsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Company Option Underwritten Securities to be purchased on such Date of Delivery and Xxxxxx otherwise to the same effect as the opinion required by Sections 5(b) and 5(f) hereof. (3) The favorable opinion of Ballxxx Xxxxx Xxxxxxx & XxxxxxxxgIngersoll, special Maryland counsel for the Company, each in form xxx xubstaxxx xxxxsfactory and substance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect extent as the opinions opinion required by Sections 5(b5(c) and 5(c5(f) hereof. (34) The favorable opinion of Sidley Austin Brown & Wood LLPS. Eric Xxxxxxx, Xxq., general counsel of the Company, in form and substance reasonably satisfactory to counsel for the Underwriters, dated xxxx Xxxx xx Dexxxxrysuch Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect extent as the opinion required by Section Sections 5(d) and 5(f) hereof. (4) A letter from Arthur Andersen LLP, in form and substance satisfactory to txx Xxdxxxxxxxxs and dated such Date of Delivery, substantially in the same form and substance as the letter furnished to the Underwriters pursuant to Section 5(f) hereof, except that the "specified date" on the letter furnished pursuant to this paragraph shall be a date not more than three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company's other securities by any nationally recognized statistical rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review its rating of the Underwritten Securities or any of the Company's other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company Operating Partnership in the applicable Terms Agreement and the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company Operating Partnership contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries Operating Partnership hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Underwriters Representatives shall have received: (1) A certificate, certificate dated such Date of Delivery, of the Chief Executive Officer, President or Executive a Vice President of the Company Company, as general partner of the Operating Partnership, and the Chief Financial Officer chief financial officer or Chief Accounting Officer chief accounting officer of the Company, as general partner of the Operating Partnership, confirming that the certificate delivered at the Closing Time pursuant to Section 5(e5(d) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinions opinion of Ronald E. Christian, General Counsel of the Company and Xxxxxx Sidley Austin Brown & XxxxxxxxgWood LLP, counsel for the CompanyOperatxxx Xxxxxxxxhip, each in xx form xxx xubstaxxx xxxxsfactory and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions opinion required by Sections 5(b) and 5(cSection 5(b)(i) hereof. (3) The favorable opinion of Sidley Austin Brown & Wood Clifford Chance US LLP, counsel for the UnderwritersUnderwrxxxxx, dated xxxx Xxxx xx Dexxxxryxated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(d5(c) hereof. (4) A letter from Arthur Andersen Ernst & Young LLP, in form and substance satisfactory to txx Xxdxxxxxxxxs the Representatives and dated such Date of Delivery, substantially to the effect that they reaffirm the statements made in the same form and substance as the letter furnished to the Underwriters pursuant to Subsection (e) of this Section 5(f) hereof5, except that the "specified date" on the letter furnished pursuant to this paragraph shall be a date not more than three business days prior to such Date of Delivery. (5) Since The favorable opinion of Solomon and Weinberg LLP, special tax counsel for the time Operaxxxx Xxxtnership, in form and substance satisfactory to counsel for the Underwriters, dated such Date of execution of such Terms AgreementDelivery, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned relating to the Option Underwritten Securities or any of and otherwise to the Company's other securities same effect as the opinion required by any nationally recognized statistical rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review its rating of the Underwritten Securities or any of the Company's other securitiesSection 5(b)(ii) hereof.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company PSEG in the applicable Terms Agreement and the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company PSEG contained herein and the statements in any certificates furnished by the Company PSEG or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Underwriters Representative shall have received: (1) A certificate, dated such Date of Delivery, of the Chief Executive OfficerChairman, the President or Executive any Vice President of the Company and the Chief Financial Officer or Chief Accounting Officer of the CompanyPSEG, confirming that the certificate delivered at the Closing Time pursuant to Section 5(e5(d) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinions opinion of Ronald E. Christianeither James T. Foran, Esquire, Associate General Counsel of the Company or R. Edwin Xxxxxxx, Xxxxxre, Vice President and Xxxxxx & XxxxxxxxgGeneral Counsel for XXXX, xxxx xx form and substance satisfactory to counsel for the Company, each in form xxx xubstaxxx xxxxsfactory to the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions opinion required by Sections Section 5(b) and 5(c) hereof. (3) The favorable opinion of Sidley Austin Brown & Wood LLP, counsel for the Underwriters, dated xxxx suxx Xxxx xx DexxxxryXelixxxx, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(d5(c) hereof. (4) A letter from Arthur Andersen Deloitte & Touche LLP, in form and substance satisfactory to txx Xxdxxxxxxxxs the Representative and dated such Date of Delivery, substantially in the same form and substance as the letter furnished to the Underwriters Representative pursuant to Section 5(f) hereof, except that the "specified date" on in the letter furnished pursuant to this paragraph shall be a date not more than three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the CompanyPSEG's other securities by any nationally recognized statistical such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review its rating of the Underwritten Securities or any of the CompanyPSEG's other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company Operating Partnership in the applicable Terms Agreement and the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company Operating Partnership contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries Operating Partnership hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Underwriters Representatives shall have received: (1) A certificate, certificate dated such Date of Delivery, of the Chief Executive Officer, President or Executive a Vice President of the Company Company, as general partner of the Operating Partnership, and the Chief Financial Officer chief financial officer or Chief Accounting Officer chief accounting officer of the Company, as general partner of the Operating Partnership, confirming that the certificate delivered at the Closing Time pursuant to Section 5(e5(d) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinions opinion of Ronald E. Christian, General Counsel of the Company and Xxxxxx & XxxxxxxxgSidley Austin LLP, counsel for the Operating Partnership and the Company, each in form xxx xubstaxxx xxxxsfactory and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions opinion required by Sections 5(b) and 5(cSection 5(b)(i) hereof. (3) The favorable opinion of Sidley Austin Brown & Wood Xxxxxxxx Chance US LLP, counsel for the Underwriters, dated xxxx Xxxx xx Dexxxxrysuch Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(d5(c) hereof. (4) A letter from Arthur Andersen Ernst & Young LLP, in form and substance satisfactory to txx Xxdxxxxxxxxs the Representatives and dated such Date of Delivery, substantially to the effect that they reaffirm the statements made in the same form and substance as the letter furnished to the Underwriters pursuant to subsection (e) of this Section 5(f) hereof5, except that the "“specified date" ” on the letter furnished pursuant to this paragraph shall be a date not more than three business days prior to such Date of Delivery. (5) Since The favorable opinion of Solomon and Xxxxxxxx LLP, special tax counsel for the time Operating Partnership and the Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of execution of such Terms AgreementDelivery, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned relating to the Option Underwritten Securities or any of and otherwise to the Company's other securities same effect as the opinion required by any nationally recognized statistical rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review its rating of the Underwritten Securities or any of the Company's other securitiesSection 5(b)(ii) hereof.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Underwriters shall have received: (1) A certificate, dated such Date of Delivery, of the Chief Executive Officer, President President, Chief Financial Officer or Executive a Vice President of the Company and the Chief Financial Officer chief financial officer or Chief Accounting Officer chief accounting officer of the Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(e5(f) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinions of Ronald E. ChristianXxxxxx Xxxxxxx, General Counsel of the Company Company, McGuireWoods LLP, counsel for the Company, and Dow, Xxxxxx & XxxxxxxxgXxxxxxxxx, PLLC, special counsel for the Company, each in form xxx xubstaxxx xxxxsfactory and substance satisfactory to the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions required by Sections 5(b), 5(c) and 5(c5(d) hereof. (3) The favorable opinion of Sidley Austin Brown Xxxxxx Xxxxx & Wood Xxxx LLP, counsel for the Underwriters, dated xxxx Xxxx xx Dexxxxrysuch Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(d5(e) hereof. (4) A letter from Arthur Andersen Ernst & Young LLP, in form and substance satisfactory to txx Xxdxxxxxxxxs the Underwriters and dated such Date of Delivery, substantially in the same form and substance as the letter furnished to the Underwriters pursuant to Section 5(f5(g) hereof, except that the "specified date" on the letter furnished pursuant to this paragraph shall be a date not more than three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company's other securities by any nationally recognized statistical such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review its rating of the Underwritten Securities or any of the Company's other securities.

Over Allotment Option. In If the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries Subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Underwriters shall have received: (1) A certificate, dated such Date of Delivery, of the Chief Executive OfficerChairman, President or Executive a Vice President of the Company and the Chief Financial Officer chief financial officer or Chief Accounting Officer chief accounting officer of the Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(e5(d) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinions opinion of Ronald E. Christian, General Counsel of the Company and Wallxx Xxxsxxx Xxxxxx & XxxxxxxxgXavix, X Professional Limited Liability Company, Browx & Xood, LLP and Glass, McCuxxxxxx, Xxxxxxxx & Xarrxxx, XXP counsel for the Company, each in form xxx xubstaxxx xxxxsfactory and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions Opinion required by Sections Section 5(b) and 5(c) hereof. (3) The favorable opinion Opinion of Sidley Austin Brown Hogax & Wood LLPXartxxx X.X.P., counsel for the Underwriters, dated xxxx Xxxx xx Dexxxxrysuch Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(d5(c) hereof. (4) A letter from Arthur Andersen Ernst & Young LLP., in form and substance satisfactory to txx Xxdxxxxxxxxs the Underwriters and dated such Date of Delivery, substantially in the same form and substance as the letter furnished to the Underwriters pursuant to Section 5(f) hereof, except that the "specified date" on the letter furnished pursuant to this paragraph shall be a date not more than three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company's other securities by any nationally recognized statistical rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review its rating of the Underwritten Securities or any of the Company's other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and the Underwriters exercise their option provided in Section 2 hereof to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at and the relevant Date of Delivery, the Underwriters Representatives shall have received: (1) A certificateThe favorable opinion of Xxxxxx & Xxxxxxx LLP, special counsel for the Company, in form and substance satisfactory to counsel for the Underwriter, dated such Date of Delivery, relating to the Option Securities and otherwise to the same effect as the opinion required by Sections 5(b)(1) and 5(b)(3) hereof. (2) The favorable opinion of Xxxxxx & Xxxxxxx LLP, special counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, reaffirming their opinion delivered at Closing Time pursuant to Section 5(b)(2) hereof. (3) The favorable opinion of Xxxxxxx Xxxxx Xxxxxxx & Ingersoll, LLP, Maryland corporate counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities and otherwise to the same effect as the opinion required by Section 5(b)(4) hereof. (4) The favorable opinion of Xxxxxx X. Xxxxxxx, General Counsel of the Chief Executive OfficerCompany, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, reaffirming his opinion delivered at Closing Time pursuant to Section 5(b)(5) hereof. (5) The favorable opinion of Sidley Austin LLP, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities and otherwise to the same effect as the opinion required by Sections 5(b)(6) and 5(b)(7) hereof. (6) A certificate of the President or Executive a Vice President of the Company and the Chief Financial Officer chief financial or Chief Accounting Officer chief accounting officer of the Company, dated such Date of Delivery, confirming that the certificate delivered at the Closing Time pursuant to Section 5(e5(c) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinions of Ronald E. Christian, General Counsel of the Company and Xxxxxx & Xxxxxxxxg, counsel for the Company, each in form xxx xubstaxxx xxxxsfactory to the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions required by Sections 5(b) and 5(c) hereof. (3) The favorable opinion of Sidley Austin Brown & Wood LLP, counsel for the Underwriters, dated xxxx Xxxx xx Dexxxxry, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(d) hereof. (47) A letter from Arthur Andersen each of Ernst & Young LLP and PriceWaterhouseCoopers LLP, in form and substance satisfactory to txx Xxdxxxxxxxxs and the Representatives, dated such Date of Delivery, substantially in the same form in scope and substance as the letter furnished to the Underwriters Representatives pursuant to Section 5(f5(e) hereof, hereof except that the "“specified date" on ” in the letter furnished pursuant to this paragraph subsection shall be a date not more than three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there . If any condition specified in this Section shall not have occurred a downgrading inbeen fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives by notifying the Company at any time at or withdrawal ofprior to Closing Time, and such termination shall be without liability of any party to any other party except as provided in Section 4 hereof. Notwithstanding any such termination, the rating assigned to the Underwritten Securities or any provisions of the Company's other securities by any nationally recognized statistical rating organizationSections 1, 4, 6, 7 and no such rating organization 8 shall have publicly announced that it has under surveillance or review its rating of the Underwritten Securities or any of the Company's other securitiesremain in effect.

Over Allotment Option. In If the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and the U.S. Underwriters exercise their option provided in Section 2(b) hereof to purchase all or any portion of the U.S. Option Underwritten SecuritiesStock, the representations and warranties of the Company and the Operating Partnership contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries and the Operating Partnership hereunder shall be true and correct as of each Date of Delivery, and, at and the relevant Date of Delivery, the Underwriters U.S. Representatives shall have received: (1i) A certificatecertificate of the Chief Executive Officer of the Company and the Operating Partnership and the chief financial or chief accounting officer of each such entity, dated such Date of Delivery, of the Chief Executive Officer, President or Executive Vice President of the Company and the Chief Financial Officer or Chief Accounting Officer of the Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(e5(d) hereof remains true and correct as of such Date of Delivery. (2ii) The favorable opinions opinion of Ronald E. ChristianBattle Fowlxx XXX, General Counsel counsel for each of the Company and Xxxxxx & Xxxxxxxxgthe Operating Partnership, in form and substance satisfactory to counsel for the Company, each in form xxx xubstaxxx xxxxsfactory to the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions required by Sections 5(b) and 5(c) hereof. (3) The favorable opinion of Sidley Austin Brown & Wood LLP, counsel for the Underwriters, dated xxxx Xxxx xx Dexxxxry, relating to the Option Underwritten Securities Stock and otherwise to the same effect as the opinion and statement required by Section 5(d5(b) hereof. (4iii) The favorable opinion of Hogax & Xartxxx X.X.P., counsel for the U.S. Underwriters, dated such Date of Delivery, relating to the U.S. Option Stock and otherwise to the same effect as the opinion and statement required by Section 5(c) hereof. (iv) A letter from Arthur Andersen LLPCoopers & Lybrxxx X.X.P., in form and substance satisfactory to txx Xxdxxxxxxxxs and the U.S. Representatives, dated such Date of Delivery, substantially in the same form in scope and substance as the letter furnished to the Underwriters U.S. Representatives pursuant to Section 5(f) hereof, except that the "specified date" on in the letter furnished pursuant to this paragraph Section 5(m)(iv) shall be a date not more than three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company's other securities by any nationally recognized statistical rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review its rating of the Underwritten Securities or any of the Company's other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company and the Guarantors contained herein and the statements in any certificates furnished by the Company Company, any Guarantor or any of its their subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Underwriters Representative shall have received: (1) A certificate, dated such Date of Delivery, of the Chief Executive OfficerChairman, the President or Executive any Vice President of the Company and the Chief Financial Officer or Chief Accounting Officer of the Companyan executive officer of each Guarantor, confirming that the certificate delivered at the Closing Time pursuant to Section 5(e5(d) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinions opinion of Ronald E. Christianeither James T. Foran, General Counsel of the Company and Xxxxxx & XxxxxxxxgEsquire or R. Edwin Selover, Esquire, counsel fox xxx Xxxxxxx and each Guarantor, eaxx xx xorm and substance satisfactory to counsel for the Company, each in form xxx xubstaxxx xxxxsfactory to the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions opinion required by Sections Section 5(b) and 5(c) hereof. (3) The favorable opinion of Sidley Austin Brown & Wood LLP, counsel for the Underwriters, dated xxxx sucx Xxxx xx DexxxxryXxlivxxx, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(d5(c) hereof. (4) A letter from Arthur Andersen Deloitte & Touche LLP, in form and substance satisfactory to txx Xxdxxxxxxxxs the Representative and dated such Date of Delivery, substantially in the same form and substance as the letter furnished to the Underwriters Representative pursuant to Section 5(f) hereof, except that the "specified date" on in the letter furnished pursuant to this paragraph shall be a date not more than three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company's or any Guarantor's other securities by any nationally recognized statistical such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review its rating of the Underwritten Securities or any of the Company's or any Guarantor's other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and the Underwriters exercise --------------------- their option to purchase all or any portion of the Option Underwritten Preferred Securities, the representations and warranties of the Trust and the Company contained herein and the statements in any certificates furnished by the Trust or the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Underwriters Representatives shall have received: (1i) A certificate, dated such Date of Delivery, of the Chief Executive OfficerChairman, President the President, a Vice Chairman or Executive a Vice President of the Company and the Chief Financial Officer or Chief Accounting Officer of the Companychief financial officer or chief accounting officer of the Company and of a Administrative Trustee of the Trust, confirming that the certificate certificates delivered at the Closing Time pursuant to Section 5(e5(g) hereof remains remain true and correct as of such Date of Delivery. (2ii) The favorable opinions of Ronald E. Christian(i) Miller, General Counsel of the Company and Hamilton, Xxxxxx & XxxxxxxxgXxxx, L.L.C., counsel for the CompanyCompany and (ii) Xxxxxxxx, Xxxxxx & Finger, P.A., special Delaware, counsel to the Trust, each in form xxx xubstaxxx xxxxsfactory and substance reasonably satisfactory to the UnderwritersRepresentatives, dated such Date of Delivery, relating to the Option Underwritten Preferred Securities and otherwise to the same effect as the opinions required by Sections 5(b) and 5(d) hereof. (iii) The opinion of Miller, Hamilton, Xxxxxx & Xxxx, L.L.C., special tax counsel to the Trust and the Company, in form and substance reasonably satisfactory to the Representatives, dated such Date of Delivery, relating to the Option Preferred Securities and otherwise to the same effect as the opinions required by Section 5(c) hereof. (3iv) The favorable opinion of Sidley Austin Brown Xxxxxx Xxxxx & Wood Xxxx LLP, counsel for the Underwriters, dated xxxx Xxxx xx Dexxxxrysuch Date of Delivery, relating to the Option Underwritten Preferred Securities and otherwise to the same effect as the opinion required by Section 5(d5(f) hereof. (4v) A letter from Arthur Andersen PricewaterhouseCoopers LLP, in form and substance reasonably satisfactory to txx Xxdxxxxxxxxs the Representatives and dated such Date of Delivery, substantially in the same form and substance as the letter furnished to the Underwriters pursuant to Section 5(f5(h) hereof, except that the "specified date" on the letter furnished pursuant to this paragraph shall be a date not more than three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company's other securities by any nationally recognized statistical rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review its rating of the Underwritten Securities or any of the Company's other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Underwriters Representatives shall have received: (1) A certificate, dated such Date of Delivery, of the Chief Executive OfficerChairman, President or Executive Vice President President-Finance of the Company and the Chief Financial Officer Controller or Chief Accounting Officer Treasurer of the Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(e5(d) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinions opinion of Ronald E. Christianeach of Sidley Xxxxxx Xxxxx & Xxxx LLP and Holland & Knight, General Counsel of the Company and Xxxxxx & Xxxxxxxxg, each counsel for the Company, each in form xxx xubstaxxx xxxxsfactory and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions required by Sections Section 5(b) and 5(c) hereof. (3) The favorable opinion of Sidley Austin Brown Mayer, Brown, Xxxx & Wood Maw LLP, counsel for the Underwriters, dated xxxx Xxxx xx Dexxxxrysuch Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(d5(c) hereof. (4) A letter from Arthur Andersen PricewaterhouseCoopers LLP, in form and substance satisfactory to txx Xxdxxxxxxxxs the Representatives and dated such Date of Delivery, substantially in the same form and substance as the letter furnished to the Underwriters Representatives pursuant to Section 5(f) hereof, except that the "specified date" on the letter furnished pursuant to this paragraph shall be a date not more than three five business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company's other securities by any nationally recognized statistical such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any of the Company's other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Underwriters Xxxxxxx Xxxxx shall have received: (1) A certificate, dated such Date of Delivery, of the Chief Executive Officer, President or Executive a Vice President of the Company and the Chief Financial Officer chief financial officer or Chief Accounting Officer chief accounting officer of the Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(e5(d) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinions opinion of Ronald E. Christian, General Counsel of the Company and Xxxxxx & XxxxxxxxgXxxxxx L.L.P., counsel for the CompanyCompany (or other counsel acceptable to the Underwriters), each in form xxx xubstaxxx xxxxsfactory and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions opinion required by Sections Section 5(b) and 5(c) hereof. (3) The favorable opinion of Sidley Austin Brown Xxxxxxx Xxxxxxx & Wood LLPXxxxxxxx (a partnership which includes professional corporations), counsel for the Underwriters (or other counsel acceptable to the Underwriters), dated xxxx Xxxx xx Dexxxxrysuch Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(d5(c) hereof. (4) A letter from Arthur Andersen LLPKPMG Peat Marwick LLP (or such other accountants reasonably acceptable to the Underwriters), in form and substance satisfactory to txx Xxdxxxxxxxxs Xxxxxxx Xxxxx and dated such Date of Delivery, substantially in the same form and substance as the letter furnished to the Underwriters Xxxxxxx Xxxxx pursuant to Section 5(f) hereof, except that the "specified date" on the letter furnished pursuant to this paragraph shall be a date not more than three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company's other securities by any nationally recognized statistical rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review its rating of the Underwritten Securities or any of the Company's other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Underwriters shall have received: (1) A certificate, dated such Date of Delivery, of the Chief Executive Officer, President or Executive Vice President of the Company and the Chief Financial Officer or Chief Accounting Officer of the Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(e) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinions of Ronald E. ChristianXxxxxx X. Xxxxxxx, General Counsel of the Company and Xxxxxx & XxxxxxxxgXxxxxxxxx, counsel for the CompanyCompany and the Guarantors, each in form xxx xubstaxxx xxxxsfactory and substance satisfactory to the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions required by Sections 5(b) and 5(c) hereof. (3) The favorable opinion of Sidley Austin Brown Xxxxxx Xxxxx & Wood Xxxx LLP, counsel for the Underwriters, dated xxxx Xxxx xx Dexxxxrysuch Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(d) hereof. (4) A letter from Arthur Andersen LLPDeloitte & Touche llp, in form and substance satisfactory to txx Xxdxxxxxxxxs the Underwriters and dated such Date of Delivery, substantially in the same form and substance as the letter furnished to the Underwriters pursuant to Section 5(f) hereof, except that the "specified date" on the letter furnished pursuant to this paragraph shall be a date not more than three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company's other securities by any nationally recognized statistical rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review its rating of the Underwritten Securities or any of the Company's other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Underwriters Representatives shall have received: (1) A certificate, dated such Date of Delivery, of the Chief Executive OfficerChairman, President or Executive Vice President President-Finance of the Company and the Chief Financial Officer Controller or Chief Accounting Officer Treasurer of the Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(e5(d) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinions opinion of Ronald E. Christianeach of Sidley Xxxxxx Xxxxx & Xxxx LLP and Holland & Knight, General Counsel of the Company and Xxxxxx & Xxxxxxxxg, each counsel for the Company, each in form xxx xubstaxxx xxxxsfactory and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions required by Sections Section 5(b) and 5(c) hereof. (3) The favorable opinion of Sidley Austin Brown Mayer, Brown, Xxxx & Wood Maw LLP, counsel for the Underwriters, dated xxxx Xxxx xx Dexxxxrysuch Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(d5(c) hereof. (4) A letter from Arthur Andersen PricewaterhouseCoopers LLP, in form and substance satisfactory to txx Xxdxxxxxxxxs the Representatives and dated such Date of Delivery, substantially in the same form and substance as the letter furnished to the Underwriters Representatives pursuant to Section 5(f) hereof, except that the "specified date" on the letter furnished pursuant to this paragraph shall be a date not more than three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company's other securities by any nationally recognized statistical such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any of the Company's other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Debt Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Underwriters Xxxxxxx Xxxxx shall have received: (1i) A a certificate, dated such Date of Delivery, of the Chief Executive Officer, President or Executive a Vice President of the Company and the Chief Financial Officer chief financial officer or Chief Accounting Officer chief accounting officer of the Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(e5(d) hereof remains true and correct as of such Date of Delivery.; (2ii) The the favorable opinions opinion of Ronald E. ChristianXxxxx & Lardner, General Counsel of the Company and Xxxxxx & Xxxxxxxxg, special counsel for the Company, each in form xxx xubstaxxx xxxxsfactory and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions required by Sections 5(b) and 5(c) hereof. (3) The favorable opinion of Sidley Austin Brown & Wood LLP, counsel for the Underwriters, dated xxxx Xxxx xx Dexxxxry, relating to the Option Underwritten Debt Securities and otherwise to the same effect as the opinion required by Section 5(d5(b)(1) hereof.; (4iii) A the favorable opinion of Xxxxx & Xxxxxx, counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Debt Securities and otherwise to the same effect as the opinion required by Section 5(b)(2) hereof; (iv) the favorable opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx (Illinois), counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Debt Securities and otherwise to the same effect as the opinion required by Section 5(c) hereof; and (v) a letter from Arthur Andersen KPMG Peat Marwick LLP, in form and substance satisfactory to txx Xxdxxxxxxxxs Xxxxxxx Xxxxx and dated such Date of Delivery, substantially in the same form and substance as the letter furnished to the Underwriters Xxxxxxx Xxxxx pursuant to Section 5(f) hereof, except that the "specified date" on the letter furnished pursuant to this paragraph shall be a date not more than three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company's other securities by any nationally recognized statistical rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review its rating of the Underwritten Securities or any of the Company's other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Underwriters Representative shall have received: (1i) A certificate, dated such Date of Delivery, of the Chief Executive Officer, President or Executive a Vice President of the Company and the Chief Financial Officer chief financial officer or Chief Accounting Officer chief accounting officer of the Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(e5(d) hereof remains true and correct as of such Date of Delivery. (2ii) The favorable opinions opinion of Ronald E. ChristianXxxxxxx Xxxxxxxxx Xxxxxxx & Xxxxxxx, General Counsel of the Company and Xxxxxx & XxxxxxxxgL.L.P., counsel for the Company, each in form xxx xubstaxxx xxxxsfactory and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions opinion required by Sections Section 5(b) and 5(c) hereof. (3iii) The favorable opinion of Sidley Austin Brown McGuire, Woods, Battle & Wood Xxxxxx, LLP, counsel for the Underwriters, dated xxxx Xxxx xx Dexxxxrysuch Date of Delivery, relating to the Option Opinion Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(d5(c) hereof. (4iv) A letter from Arthur Andersen LLP, PricewaterhouseCoopers LLP (and such other accountants) in form and substance satisfactory to txx Xxdxxxxxxxxs the Representative and dated such Date of Delivery, substantially in the same form and substance as the letter furnished to the Underwriters Representative pursuant to Section 5(f) hereof, except that the "specified date" on the letter furnished pursuant to this paragraph shall be a date not more than three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company's other securities by any nationally recognized statistical rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review its rating of the Underwritten Securities or any of the Company's other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Underwriters Banc of America shall have received: (1) A certificate, dated such Date of Delivery, of the President and Chief Executive Officer, President Officer or Executive a Vice President of the Company and the Chief Financial Officer chief financial officer or Chief Accounting Officer chief accounting officer of the Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(e5(f) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinions of Ronald E. Christian(i) Israxx X. Xxxxx, Xxsistant General Counsel of the Company and Xxxxxx (ii) Ballxxx Xxxxx Xxxxxxx & XxxxxxxxgXngersoll, LLP, counsel for the Company, each in form xxx xubstaxxx xxxxsfactory and substance reasonably satisfactory to the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions required by Sections Section 5(b) and 5(c) hereof. (3) The favorable opinion of Sidley Austin Brown Browx & Wood LLPXood XXX, counsel for the Underwriters, dated xxxx Xxxx xx Dexxxxrysuch Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(d5(e) hereof. (4) A letter from Arthur Andersen PricewaterhouseCoopers LLP, in form and substance reasonably satisfactory to txx Xxdxxxxxxxxs the Underwriters and dated such Date of Delivery, substantially in the same form and substance as the letter furnished to the Underwriters pursuant to Section 5(f5(g) hereof, except that the "specified date" on the letter furnished pursuant to this paragraph shall be a date not more than three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms this Underwriting Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any other securities of the Company's other securities Company by any nationally recognized statistical rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review its rating of the Underwritten Securities or any other securities of the Company's other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Capital Securities, the representations and warranties of the Trust and the Company contained herein and the statements in any certificates furnished by the Trust or the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Underwriters Representative shall have received: (1i) A certificate, dated such Date of Delivery, of the Chief Executive OfficerChairman, President the President, a Vice Chairman or Executive a Vice President of the Company and the Chief Financial Officer or Chief Accounting Officer of the Companychief financial officer or chief accounting officer of the Company and of an Administrative Trustee of the Trust, confirming that the certificate certificates delivered at the Closing Time pursuant to Section 5(e5(g) hereof remains remain true and correct as of such Date of Delivery. (2ii) The favorable opinions of Ronald E. Christian, General Counsel of the Company and Xxxxxx & Xxxxxxxxg(i) Xxxxxxx Procter LLP, counsel for the CompanyCompany and (ii) Xxxxxxxx, Xxxxxx & Finger, P.A., counsel to the Trust, each in form xxx xubstaxxx xxxxsfactory and substance reasonably satisfactory to the UnderwritersRepresentative, dated such Date of Delivery, relating to the Option Underwritten Capital Securities and otherwise to the same effect as the opinions required by Sections 5(b) and 5(d) hereof. (iii) The opinion of Xxxxxxx Procter LLP, special tax counsel to the Trust and the Company, in form and substance reasonably satisfactory to the Representative, dated such Date of Delivery, relating to the Option Capital Securities and otherwise to the same effect as the opinions required by Section 5(c) hereof. (3iv) The favorable opinion of Sidley Austin Brown Xxxxxx Xxxxx & Wood Xxxx LLP, counsel for the Underwriters, dated xxxx Xxxx xx Dexxxxrysuch Date of Delivery, relating to the Option Underwritten Capital Securities and otherwise to the same effect as the opinion required by Section 5(d5(f) hereof. (4v) A letter from Arthur Andersen Xxxxxx Xxxxxxxx LLP, in form and substance reasonably satisfactory to txx Xxdxxxxxxxxs the Representative and dated such Date of Delivery, substantially in the same form and substance as the letter furnished to the Underwriters pursuant to Section 5(f5(h) hereof, except that the "specified date" on the letter furnished pursuant to this paragraph shall be a date not more than three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company's other securities by any nationally recognized statistical rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review its rating of the Underwritten Securities or any of the Company's other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company PSEG in the applicable Terms Agreement and the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company PSEG contained herein and the statements in any certificates furnished by the Company PSEG or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Underwriters Representative shall have received: (1) A certificate, dated such Date of Delivery, of the Chief Executive OfficerChairman, the President or Executive any Vice President of the Company and the Chief Financial Officer or Chief Accounting Officer of the CompanyPSEG, confirming that the certificate delivered at the Closing Time pursuant to Section 5(e5(d) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinions opinion of Ronald E. Christianeither James T. Foran, Esquire, Associate General Counsel of the Company or R. Edwin Sxxxxxx, Xxxxxxe, Vice President and Xxxxxx & XxxxxxxxgGeneral Counsel for PXXX, xxxx xx form and substance satisfactory to counsel for the Company, each in form xxx xubstaxxx xxxxsfactory to the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions opinion required by Sections Section 5(b) and 5(c) hereof. (3) The favorable opinion of Sidley Austin Brown & Wood LLP, counsel for the Underwriters, dated xxxx sucx Xxxx xx DexxxxryXxlivxxx, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(d5(c) hereof. (4) A letter from Arthur Andersen Deloitte & Touche LLP, in form and substance satisfactory to txx Xxdxxxxxxxxs the Representative and dated such Date of Delivery, substantially in the same form and substance as the letter furnished to the Underwriters Representative pursuant to Section 5(f) hereof, except that the "specified date" on in the letter furnished pursuant to this paragraph shall be a date not more than three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the CompanyPSEG's other securities by any nationally recognized statistical such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review its rating of the Underwritten Securities or any of the CompanyPSEG's other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company Operating Partnership in the applicable Terms Agreement and the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company Operating Partnership contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries Operating Partnership hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Underwriters Representatives shall have received: (1) A certificate, certificate dated such Date of Delivery, of the Chief Executive Officer, President or Executive a Vice President of the Company Company, as general partner of the Operating Partnership, and the Chief Financial Officer chief financial officer or Chief Accounting Officer chief accounting officer of the Company, as general partner of the Operating Partnership, confirming that the certificate delivered at the Closing Time pursuant to Section 5(e5(d) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinions opinion of Ronald E. Christian, General Counsel of the Company and Xxxxxx Sidley Austin Brown & XxxxxxxxgWood LLP, counsel for the CompanyOperating Partnership, each in form xxx xubstaxxx xxxxsfactory xx xxxx xxd sxxxxance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions opinion required by Sections 5(b) and 5(cSection 5(b)(i) hereof. (3) The favorable opinion of Sidley Austin Brown & Wood Clifford Chance US LLP, counsel for the Underwriters, dated xxxx suxx Xxxx xx Dexxxxryof Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(d5(c) hereof. (4) A letter from Arthur Andersen Ernst & Young LLP, in form and substance satisfactory to txx Xxdxxxxxxxxs the Representatives and dated such Date of Delivery, substantially to the effect that they reaffirm the statements made in the same form and substance as the letter furnished to the Underwriters pursuant to Subsection (e) of this Section 5(f) hereof5, except that the "specified date" on the letter furnished pursuant to this paragraph shall be a date not more than three business days prior to such Date of Delivery. (5) Since The favorable opinion of Solomon and Weinberg LLP, special tax counsel for the time Operating Partnershix, xx xxrm and substance satisfactory to counsel for the Underwriters, dated such Date of execution of such Terms AgreementDelivery, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned relating to the Option Underwritten Securities or any of and otherwise to the Company's other securities same effect as the opinion required by any nationally recognized statistical rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review its rating of the Underwritten Securities or any of the Company's other securitiesSection 5(b)(ii) hereof.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Operating Partnership and the Company in the applicable Terms Agreement and the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Operating Partnership and the Company contained herein and the statements in any certificates furnished by the Operating Partnership and the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Underwriters Representative shall have received: (1) A certificate, certificate dated such Date of Delivery, of the Chief Executive Officer, President or Executive a Vice President of the Company Company, on its own behalf and as general partner of the Operating Partnership, and the Chief Financial Officer chief financial officer or Chief Accounting Officer chief accounting officer of the Company, on its own behalf and as general partner of the Operating Partnership, confirming that the certificate delivered at the Closing Time pursuant to Section 5(e5(d) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinions opinion of Ronald E. Christian, General Counsel of the Company and Xxxxxx Sidley Austin Brown & XxxxxxxxgWood LLP, counsel for the CompanyOperating Partnershix xxx xxx Xxmpaxx, each in form xxx xubstaxxx xxxxsfactory and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions opinion required by Sections 5(b) and 5(cSection 5(b)(i) hereof. (3) The favorable opinion of Sidley Austin Brown & Wood Clifford Chance US LLP, counsel for the Underwriters, dated xxxx sxxx Xxxx xx Dexxxxryof Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(d5(c) hereof. (4) A letter from Arthur Andersen Ernst & Young LLP, in form and substance satisfactory to txx Xxdxxxxxxxxs the Representative and dated such Date of Delivery, substantially to the effect that they reaffirm the statements made in the same form and substance as the letter furnished to the Underwriters pursuant to subsection (e) of this Section 5(f) hereof5, except that the "specified date" on the letter furnished pursuant to this paragraph shall be a date not more than three business days prior to such Date of Delivery. (5) Since The favorable opinion of Solomon and Weinberg LLP, special tax counsel for the time Operating Partnershxx xxx xhe Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of execution of such Terms AgreementDelivery, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned relating to the Option Underwritten Securities or any of and otherwise to the Company's other securities same effect as the opinion required by any nationally recognized statistical rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review its rating of the Underwritten Securities or any of the Company's other securitiesSection 5(b)(ii) hereof.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and the Underwriters exercise --------------------- their option provided in Section 2 hereof to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, and the Underwriters shall have received: (1) A certificateThe favorable opinion of Xxxxxx & Xxxxxxx, special counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities and otherwise to the same effect as the opinion required by Sections 5(b)(1) and 5(b)(6) hereof. (2) The favorable opinion of Xxxxxx & Xxxxxxx, special counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, reaffirming their opinion delivered at Closing Time pursuant to Section 5(b)(2) hereof. (3) The favorable opinion of Xxxxxxx Xxxxx Xxxxxxx & Ingersoll, Maryland counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities and otherwise to the same effect as the opinion required by Sections 5(b)(3) hereof. (4) The favorable opinion of Xxxxxx X. Xxxxxxx, General Counsel of the Chief Executive OfficerCompany, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, reaffirming his opinion delivered at Closing Time pursuant to Section 5(b)(4) hereof. (5) The favorable opinion of Xxxxx & Wood LLP, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities and otherwise to the same effect as the opinion required by Sections 5(b)(5) and 5(b)(6) hereof. (6) A certificate of the President or Executive a Vice President of the Company and the Chief Financial Officer chief financial or Chief Accounting Officer chief accounting officer of the Company, dated such Date of Delivery, confirming that the certificate delivered at the Closing Time pursuant to Section 5(e5(c) hereof remains true and correct as of such Date of Delivery. (27) The favorable opinions of Ronald E. ChristianA letter from Xxxxxx Xxxxxxxx LLP, General Counsel of the Company and Xxxxxx & Xxxxxxxxg, counsel for the Company, each in form xxx xubstaxxx xxxxsfactory and substance satisfactory to the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to substantially the same effect as the opinions required by Sections 5(b) and 5(c) hereof. (3) The favorable opinion of Sidley Austin Brown & Wood LLP, counsel for the Underwriters, dated xxxx Xxxx xx Dexxxxry, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(d) hereof. (4) A letter from Arthur Andersen LLP, in form and substance satisfactory to txx Xxdxxxxxxxxs and dated such Date of Delivery, substantially in the same form scope and substance as the letter furnished to the Underwriters pursuant to Section 5(f5(e) hereof, hereof except that the "specified date" on in the letter furnished pursuant to this paragraph subsection shall be a date not more than three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there . If any condition specified in this Section shall not have occurred a downgrading inbeen fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Underwriters by notifying the Company at any time at or withdrawal ofprior to Closing Time, and such termination shall be without liability of any party to any other party except as provided in Section 4 hereof. Notwithstanding any such termination, the rating assigned to the Underwritten Securities or any provisions of the Company's other securities by any nationally recognized statistical rating organizationSections 1, 4, 6, 7 and no such rating organization 8 shall have publicly announced that it has under surveillance or review its rating of the Underwritten Securities or any of the Company's other securitiesremain in effect.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Underwriters Representative shall have received: (1i) A certificate, dated such Date of Delivery, of the Chief Executive Officer, President or Executive a Vice President of the Company and the Chief Financial Officer chief financial officer or Chief Accounting Officer chief accounting officer of the Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(e5(d) hereof remains true and correct as of such Date of Delivery. (2ii) The favorable opinions opinion of Ronald E. ChristianKennedy Covington Lobdell & Hickman, General Counsel of the Company and Xxxxxx & XxxxxxxxgL.L.P., counsel for the CompanyCxxxxxx, each in form xxx xubstaxxx xxxxsfactory xx xxxx xnx xxxxxancx xxxxxfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions opinion required by Sections Section 5(b) and 5(c) hereof. (3iii) The favorable opinion of Sidley Austin Brown McGuire, Woods, Battle & Wood Boothe, LLP, counsel for the Underwriters, dated xxxx Xxxx xx Dexxxxrysuch Date of Xxxxxxry, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(d5(c) hereof. (4iv) A letter from Arthur Andersen LLP, PricewaterhouseCoopers LLP (and such other accountants) in form and substance satisfactory to txx Xxdxxxxxxxxs the Representative and dated such Date of Delivery, substantially in the same form and substance as the letter furnished to the Underwriters Representative pursuant to Section 5(f) hereof, except that the "specified date" on the letter furnished pursuant to this paragraph shall be a date not more than three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company's other securities by any nationally recognized statistical rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review its rating of the Underwritten Securities or any of the Company's other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Underwriters Representatives shall have received: (1) A certificate, dated such Date of Delivery, of the Chief Executive Officer, President or Executive Vice President Treasurer of the Company and the Chief Financial Officer chief financial officer or Chief Accounting Officer chief accounting officer of the Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(e5(d) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinions opinion of Ronald E. ChristianXxxxxxx Xxxxxx & Xxxxx, counsel for the Company, together with the opinion of Xxxxxx X. Xxxxxx, Vice President, General Counsel of the Company and Xxxxxx & Xxxxxxxxg, counsel Secretary for the Company, each in form xxx xubstaxxx xxxxsfactory and substance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions opinion required by Sections Section 5(b) and 5(c) hereof. (3) The favorable opinion of Sidley Austin Brown & Wood LLP, counsel for the Underwriters, dated xxxx Xxxx xx Dexxxxrysuch Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(d5(c) hereof. (4) A letter from Arthur Andersen LLPPricewaterhouseCoopers, in form and substance reasonably satisfactory to txx Xxdxxxxxxxxs the Representatives and dated such Date of Delivery, substantially in the same form and substance as the letter furnished to the Underwriters Representatives pursuant to Section 5(f) hereof, except that the "specified date" on the letter furnished pursuant to this paragraph shall be a date not more than three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company's other securities by any nationally recognized statistical such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review its rating of the Underwritten Securities or any of the Company's other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company and the Operating Partnership contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries the Operating Partnership hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Underwriters Xxxxxxx Xxxxx shall have received: (1) A certificate, dated such Date of Delivery, of the Chief Executive Officer, President or Executive a Vice President of the Company for itself and as general partner of the Operating Partnership and the Chief Financial Officer chief financial officer or Chief Accounting Officer chief accounting officer of the Company, Company for itself and as general partner of the Operating Partnership confirming that the certificate delivered at the Closing Time pursuant to Section 5(e5(d) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinions opinion of Ronald E. Christian, General Counsel of the Company and Xxxxxx Xxxxx & XxxxxxxxgXxxxxxx L.L.P., counsel for the Company, each the Operating Partnership and the subsidiaries, in form xxx xubstaxxx xxxxsfactory and substance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions opinion required by Sections Section 5(b) and 5(c) hereof. (3) The favorable opinion of Sidley Austin Brown Xxxxxx & Wood LLPXxxxx, counsel for the Underwriters, dated xxxx Xxxx xx Dexxxxrysuch Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(d5(c) hereof. (4) A letter from Arthur Andersen LLPthe accountants who certified the financial statements included in or incorporated by reference into the Registration Statements of the Prospectus, in form and substance reasonably satisfactory to txx Xxdxxxxxxxxs Xxxxxxx Xxxxx and dated such Date of Delivery, substantially in the same form and substance as the letter furnished to the Underwriters Xxxxxxx Xxxxx pursuant to Section 5(f) hereof, except that the "specified date" on the letter furnished pursuant to this paragraph shall be a date not more than three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company's other securities by any nationally recognized statistical rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review its rating of the Underwritten Securities or any of the Company's other securities.