Common use of Statements Required in Certificate or Opinion Clause in Contracts

Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture must include: (a) a statement that the person making such certificate or opinion has read such covenant or condition; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (c) a statement that, in the opinion of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfied; and (d) a statement as to whether or not, in the opinion of such person, such condition or covenant has been satisfied. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an Officer with respect to any Person may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such Officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or opinion of, or representation by, counsel may be based, insofar as it relates to factual matters, upon certificates of public officials or upon a certificate or opinion of, or representations by, an Officer or Officers with respect to any Person stating that the information with respect to such factual matters is in the possession of such Person (or, if such Person is a limited partnership, such Person’s general partner) unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture must (other than a certificate provided pursuant to TIA § 314(a)(4)) shall include: (a) a statement that the person making such certificate or opinion has read such covenant or condition; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (c) a statement that, in the opinion of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfiedcomplied with; and (d) a statement as to whether or not, in the opinion of such person, such condition or covenant has been satisfied. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documentscomplied with. Any certificate or opinion of an Officer with respect to any Person Officers’ Certificate may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counselan Opinion of Counsel, unless such Officer knows, or in the exercise of reasonable care should know, knows that the certificate or opinion or representations with respect to the matters upon which his or her certificate or opinion may be based as aforesaid is based are erroneous. Any such certificate or opinion of, or representation by, counsel Opinion of Counsel may be based, insofar as it relates to factual matters, upon certificates certificates, statements or opinions of, or representations by an officer or officers of public officials the Company, or other persons or firms deemed appropriate by such counsel, unless such counsel knows that the certificates, statements or opinions or representations with respect to the matters upon which his or her opinion may be based as aforesaid are erroneous. Any Officers’ Certificate, statement or Opinion of Counsel may be based, insofar as it relates to accounting matters, upon a certificate or opinion ofof or representation by an accountant (who may be an employee of the Company), or representations byfirm of accountants, an unless such Officer or Officers with respect to any Person stating that counsel, as the information with respect to such factual matters is in the possession of such Person (orcase may be, if such Person is a limited partnership, such Person’s general partner) unless such counsel knows, or in the exercise of reasonable care should know, knows that the certificate or opinion or representations representation with respect to such the accounting matters are upon which his or her certificate, statement or opinion may be based as aforesaid is erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a covenant or condition or covenant provided for in this Indenture must shall include: (a1) a statement that the person individual making such certificate or opinion has read such covenant or condition; (b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (c3) a statement that, in the opinion of such personindividual, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfiedcomplied with; and (d4) a statement as to whether or not, in the opinion of such personindividual, such covenant or condition or covenant has been satisfiedcomplied with. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an Officer with respect to officer of any Person Note Party may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such Officer officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or opinion of, or representation by, counsel may be based, insofar as it relates to factual matters, upon certificates of public officials or upon a certificate or opinion of, or representations by, an Officer officer or Officers with respect to officers of any Person Note Party stating that the information with respect to such factual matters is in the possession of such Person (or, if such Person is a limited partnership, such Person’s general partner) Note Party unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture must shall include: (a1) a statement that the person Person making such certificate or opinion has read such covenant or condition; (b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (c3) a statement that, in the opinion of such personPerson, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfiedfully complied with; and (d4) a statement as to whether or not, in the opinion of each such personPerson, such condition or covenant has been satisfied. In any case where several matters are required to be certified byfully complied with; provided, or covered by an opinion ofhowever, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one of fact an Opinion of Counsel may rely on an Officers' Certificate or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documentscertificates of public officials. Any certificate certificate, statement or opinion of an Officer with respect to any Person officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, of or representations by, by counsel, unless such Officer knows, or in the exercise of reasonable care should know, officer knows that the certificate or opinion or representations with respect to the matters upon which his certificate certificate, statement or opinion is may be based as aforesaid are erroneous, or in the exercise of reasonable care should know that the same are erroneous. Any such certificate certificate, statement or opinion of, or representation by, of counsel may be based, insofar as it relates to factual matters and information which is in the possession of the Company, upon the certificate, statement or opinion of or representations by an officer or officers of the Company, unless such counsel knows that the certificate, statement or opinion or representations with respect to the matters upon which his certificate, statement or opinion may be based as aforesaid are erroneous. Any certificate, statement or opinion of an officer of the Company or of counsel may be based, insofar as it relates to accounting matters, upon certificates of public officials or upon a certificate or opinion of, of or representations by, by an Officer accountant or Officers with respect to any Person stating that the information with respect to such factual matters is firm of accountants in the possession employ of such Person (or, if such Person is a limited partnership, such Person’s general partner) the Company unless such counsel knowsofficer or counsel, or in as the exercise of reasonable care should knowcase may be, knows that the certificate or opinion or representations with respect to such the accounting matters upon which his certificate, statement or opinion may be based as aforesaid are erroneous. Where Any certificate or opinion of any Person independent firm of public accountants filed with the Trustee shall contain a statement that such firm is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrumentindependent.

Statements Required in Certificate or Opinion. (a) Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Supplemental Indenture must (other than a certificate provided pursuant to Trust Indenture Act Section 314(a)(4)) shall comply with the provisions of Trust Indenture Act Section 314(e) and shall include: (ai) a statement that the person making such certificate or opinion has read such covenant or condition; (bii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (ciii) a statement that, in the opinion of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfied; and (div) a statement as to whether or not, in the opinion of such person, such condition or covenant has been satisfied. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an Officer with respect to any Person of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such Officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or opinion of, or representation by, counsel may be based, insofar as it relates to factual matters, upon certificates of public officials or upon a certificate or opinion of, or representations by, an Officer or Officers with respect to any Person of the Company stating that the information with respect to such factual matters is in the possession of such Person (or, if such Person is a limited partnership, such Person’s general partner) the Company unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Supplemental Indenture, they may, but need not, be consolidated and form one instrument.

Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to TIA §314(a)(4)) must comply with the provisions of TIA §314(e) and must include: (a) a statement that the person making such certificate or opinion has read such covenant or condition; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (c) a statement that, in the opinion of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfied; and (d) a statement as to whether or not, in the opinion of such person, such condition or covenant has been satisfied. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an Officer with respect to any Person may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such Officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or opinion of, or representation by, counsel may be based, insofar as it relates to factual matters, upon certificates of public officials or upon a certificate or opinion of, or representations by, an Officer or Officers with respect to any Person stating that the information with respect to such factual matters is in the possession of such Person (or, if such Person is a limited partnership, such Person’s general partner) unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture must (other than a certificate provided pursuant to TIA Section 314(a)(4)) shall include: (a1) a statement that the person making such certificate or opinion has read such covenant or condition; (b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (c3) a statement that, in the opinion of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfiedcomplied with; and (d4) a statement as to whether or not, in the opinion of such person, such condition or covenant has been satisfied. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documentscomplied with. Any certificate or opinion of an Officer with respect to any Person Officers' Certificate may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counselan Opinion of Counsel, unless such Officer knows, or in the exercise of reasonable care should know, knows that the certificate or opinion or representations with respect to the matters upon which his or her certificate or opinion may be based as aforesaid is based are erroneous. Any such certificate or opinion of, or representation by, counsel Opinion of Counsel may be based, insofar as it relates to factual matters, upon certificates certificates, statements or opinions of, or representations by an officer or officers of public officials the Company, or other persons or firms deemed appropriate by such counsel, unless such counsel knows that the certificates, statements or opinions or representations with respect to the matters upon which his or her opinion may be based as aforesaid are erroneous. Any Officers' Certificate, statement or Opinion of Counsel may be based, insofar as it relates to accounting matters, upon a certificate or opinion ofof or representation by an accountant (who may be an employee of the Company), or representations byfirm of accountants, an unless such Officer or Officers with respect to any Person stating that counsel, as the information with respect to such factual matters is in the possession of such Person (orcase may be, if such Person is a limited partnership, such Person’s general partner) unless such counsel knows, or in the exercise of reasonable care should know, knows that the certificate or opinion or representations representation with respect to such the accounting matters are upon which his or her certificate, statement or opinion may be based as aforesaid is erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Statements Required in Certificate or Opinion. Each certificate Officer’s Certificate or opinion Opinion of Counsel with respect to compliance with a covenant or condition or covenant provided for in this Indenture must shall include: (a1) a statement that the person individual making such certificate or opinion has read such covenant or conditioncondition and the definitions herein relating thereto; (b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (c3) a statement that, in the opinion of such personindividual, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfiedcomplied with; and (d4) a statement as to whether or not, in the opinion of such personindividual, such covenant or condition or covenant has been satisfied. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documentscomplied with. Any certificate certificate, statement or opinion of an Officer with respect to any Person of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, of or representations by, by counsel, unless such Officer knows, or in the exercise of reasonable care should know, officer knows that the certificate or opinion or representations with respect to the matters upon which his certificate certificate, statement or opinion is may be based as aforesaid are erroneous, or in the exercise of reasonable care should know that the same are erroneous. Any such certificate certificate, statement or Opinion of Counsel may be based, insofar as it relates to factual matters or information which is in the possession of the Company, upon the certificate, statement or opinion ofof or representations by an Officer or Officers of the Company unless such counsel knows that the certificate, statement or opinion or representations with respect to the matters upon which his certificate, statement or opinion may be based as aforesaid are erroneous, or representation byin the exercise of reasonable care should know that the same are erroneous. Any certificate, statement or opinion of an Officer of the Company or of counsel may be based, insofar as it relates to factual accounting matters, upon certificates of public officials or upon a certificate or opinion of, of or representations by, by an accountant or firm of accountants in the employ of the Company unless such Officer or Officers with respect to any Person stating that the information with respect to such factual matters is in the possession of such Person (or, if such Person is a limited partnership, such Person’s general partner) unless such counsel knows, or in the exercise of reasonable care should know, knows that the certificate or opinion or representations with respect to such the accounting matters upon which his certificate, statement or opinion may be based as aforesaid are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrumentin the exercise of reasonable care should know that the same are erroneous.

Statements Required in Certificate or Opinion. (a) Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Supplemental Indenture must (other than a certificate provided pursuant to TIA Section 314(a)(4)) shall comply with the provisions of TIA Section 314(e) and shall include: (ai) a statement that the person Person making such certificate or opinion has read such covenant or condition; (bii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (ciii) a statement that, in the opinion of such personPerson, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfied; and (div) a statement as to whether or not, in the opinion of such personPerson, such condition or covenant has been satisfied. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an Officer with respect to any Person of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such Officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or opinion of, or representation by, counsel may be based, insofar as it relates to factual matters, upon certificates of public officials or upon a certificate or opinion of, or representations by, an Officer or Officers with respect to any Person of the Company stating that the information with respect to such factual matters is in the possession of such Person (or, if such Person is a limited partnership, such Person’s general partner) the Company unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Supplemental Indenture, they may, but need not, be consolidated and form one instrument.

Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture must shall include: (ai) a statement that the person making such certificate or opinion has read such covenant or condition; (bii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (ciii) a statement that, in the opinion of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfiedcomplied with; and (div) a statement as to whether or not, in the opinion of such person, such condition or covenant has been satisfied. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documentscomplied with. Any certificate or opinion of an Officer with respect to any Person Officer’s Certificate may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counselan Opinion of Counsel, unless such Officer knows, or in the exercise of reasonable care should know, knows that the certificate or opinion or representations with respect to the matters upon which his or her certificate or opinion may be based as aforesaid is based are erroneous. Any such certificate or opinion of, or representation by, counsel Opinion of Counsel may be based, insofar as it relates to factual matters, upon certificates of public officials certificates, statements or upon a certificate or opinion opinions of, or representations by, an Officer or Officers of the Issuer, or other Persons or firms deemed appropriate by such counsel, unless such counsel knows that the certificates, statements or opinions or representations with respect to any Person stating that the information with respect matters upon which his or her opinion may be based as aforesaid are erroneous. Any Officer’s Certificate, statement or Opinion of Counsel may be based, insofar as it relates to such factual matters is in accounting matters, upon a certificate or opinion of or representation by an accountant (who may be an employee of the possession Issuer), or firm of such Person (oraccountants, if such Person is a limited partnership, such Person’s general partner) unless such counsel knowsOfficer or counsel, or in as the exercise of reasonable care should knowcase may be, knows that the certificate or opinion or representations representation with respect to such the accounting matters are upon which his or her certificate, statement or opinion may be based as aforesaid is erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture must (other than a certificate provided pursuant to TIA § 314(a)(4)) shall comply with the provisions of TIA § 314(e) and shall include: (a) a statement that the person Person making such certificate or opinion has read such covenant or condition; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (c) a statement that, in the opinion of such personPerson, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfiedcomplied with; and (d) a statement as to whether or not, in the opinion of such personPerson, such condition or covenant has been satisfiedcomplied with. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an Officer with respect to officer of any Person may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such Officer officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or opinion of, or representation by, counsel or any Opinion of Counsel may be based, insofar as it relates to factual matters, upon certificates of public officials or upon a certificate or opinion of, or representations by, an Officer officer or Officers with respect to officers of the Company or any Person Guarantor (including an Officers’ Certificate) stating that the information with respect to such factual matters is in the possession of the Company or such Person (or, if such Person is a limited partnership, such Person’s general partner) Guarantor unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a covenant or condition or covenant provided for in this Indenture (other than a certificate provided pursuant to TIA § 314(a)(4)) must comply with the provisions of TIA § 314(e) and shall include: (a1) a statement that the person individual making such certificate or opinion has read such covenant or condition; (b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (c3) a statement that, in the opinion of such personindividual, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfiedcomplied with; and (d4) a statement as to whether or not, in the opinion of such personindividual, such covenant or condition or covenant has been satisfiedcomplied with. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an Officer with respect to officer of any Person may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such Officer officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or opinion of, or representation by, counsel may be based, insofar as it relates to factual matters, upon certificates of public officials or upon a certificate or opinion of, or representations by, an Officer officer or Officers with respect to officers of the Company or any Person Guarantor stating that the information with respect to such factual matters is in the possession of the Company or such Person (or, if such Person is a limited partnership, such Person’s general partner) Guarantor unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture must include: (a) a statement that each person signing the person making such certificate or opinion has read such the covenant or conditioncondition and the related definitions; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements statement or opinions opinion contained in such the certificate or opinion are is based; (c) a statement that, in the opinion of each such person, he or she that person has made such examination or investigation as is necessary to enable him or her the person to express an informed opinion as to whether or not such covenant or condition has been satisfiedcomplied with; and (d) a statement as to whether or not, in the opinion of each such person, such condition or covenant has been satisfied. In any case where several matters are required to be certified bycomplied with, provided, that an Opinion of Counsel may rely on an Officers’ Certificate or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion certificates of public officials with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documentsof fact. Any certificate certificate, statement or opinion of an Officer with respect to any Person of the Issuer or the Company, as applicable, may be based, insofar as it relates to legal matters, upon a certificate or opinion of, of or representations by, by counsel, unless such Officer knows, or in the exercise of reasonable care should know, knows that the certificate or opinion or representations with respect to the matters upon which his certificate such certificate, statement or opinion is may be based as aforesaid are erroneous, or in the exercise of reasonable care should know that the same are erroneous. Any such certificate certificate, statement or Opinion of Counsel may be based, insofar as it relates to factual matters on information with respect to which is in the possession of the Issuer, or the Company, as applicable, upon the certificate, statement or opinion ofof or representations by an officer or officers of the Issuer, or representation bythe Company, as applicable, unless such counsel knows that the certificate, statement or opinion or representations with respect to the matters upon which such certificate, statement or opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should know that the same are erroneous. Any certificate, statement or opinion of an Officer of the Issuer or the Company, as applicable, or of counsel may be based, insofar as it relates to factual accounting matters, upon certificates of public officials or upon a certificate or opinion of, of or representations byby an accountant or firm of accountants in the employ of the Issuer or the Company, an as applicable, unless such Officer or Officers with respect to any Person stating that counsel, as the information with respect to such factual matters is in the possession of such Person (orcase may be, if such Person is a limited partnership, such Person’s general partner) unless such counsel knows, or in the exercise of reasonable care should know, knows that the certificate or opinion or representations with respect to the accounting matters upon which such matters certificate, statement or opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should know that the same are erroneous. Where Any certificate or opinion of any Person independent firm of public accountants filed with and directed to the Trustee shall contain a statement that such firm is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrumentindependent.

Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture must (other than a certificate provided pursuant to TIA § 314(a)(4)) shall comply with the provisions of TIA § 314(e) and shall include: (a) a statement that the person making such certificate or opinion has read such covenant condition or conditioncovenant; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (c) a statement that, in the opinion of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such condition or covenant or condition has been satisfied; and (d) a statement as to whether or not, in the opinion of such person, such condition or covenant has been satisfied. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an Officer with respect to any Person officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such Officer officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or opinion of, or representation by, counsel may be based, insofar as it relates to factual matters, upon certificates of public officials or upon a certificate or opinion of, or representations by, an Officer officer or Officers with respect to any Person officers of the Company stating that the information with respect to such factual matters is in the possession of such Person (or, if such Person is a limited partnership, such Person’s general partner) the Company unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture must (other than a certificate provided pursuant to TIA § 314(a)(4)) shall comply with the provisions of TIA § 314(e) and shall include: (a) a statement that the person Person making such certificate or opinion has read such covenant or condition; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (c) a statement that, in the opinion of such personPerson, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfiedsatisfied or waived; and (d) a statement as to whether or not, in the opinion of such personPerson, such condition or covenant has been satisfiedsatisfied or waived. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an Officer with respect to any Person of the Company may be based, based insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such Officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion or representations is based are erroneous. Any such certificate or opinion of, or representation by, of counsel may be based, insofar as it relates to factual matters, upon certificates of public officials or upon a certificate or opinion of, or representations by, an Officer officer or Officers with respect to any Person officers of the Company stating that the information with respect to such factual matters is in the possession of such Person (orthe Company, if such Person is a limited partnership, such Person’s general partner) unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Statements Required in Certificate or Opinion. (a) Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture must (other than a certificate provided pursuant to TIA Section 314(a)(4)) shall comply with the provisions of TIA Section 314(e) and shall include: (ai) a statement that the person Person making such certificate or opinion has read such covenant or condition; (bii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (ciii) a statement that, in the opinion of such personPerson, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfied; and (div) a statement as to whether or not, in the opinion of such personPerson, such condition or covenant has been satisfied. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an Officer with respect to any Person of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such Officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or opinion of, or representation by, counsel may be based, insofar as it relates to factual matters, upon certificates of public officials or upon a certificate or opinion of, or representations by, an Officer or Officers with respect to any Person of the Company stating that the information with respect to such factual matters is in the possession of such Person (or, if such Person is a limited partnership, such Person’s general partner) the Company unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a covenant or condition or covenant provided for in this Indenture must shall include: (a) a statement that the person individual making such certificate or opinion has read such covenant or condition; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (c) a statement that, in the opinion of such personindividual, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfiedcomplied with; and (d) a statement as to whether or not, in the opinion of such personindividual, such covenant or condition or covenant has been satisfiedcomplied with. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an Officer with respect to any Person officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such Officer officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or opinion of, or representation by, counsel may be based, insofar as it relates to factual matters, upon certificates of public officials or upon a certificate or opinion of, or representations by, an Officer officer or Officers with respect to any Person officers of the Company stating that the information with respect to such factual matters is in the possession of such Person (or, if such Person is a limited partnership, such Person’s general partner) the Company unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture must (other than a certificate provided pursuant to TIA Section 314(a)(4)) shall include: (a1) a statement that the person making such certificate or opinion has read such covenant or condition; (b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (c3) a statement that, in the opinion of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfiedcomplied with; and (d4) a statement as to whether or not, in the opinion of such person, such condition or covenant has been satisfied. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documentscomplied with. Any certificate or opinion of an Officer with respect to any Person Officers' Certificate may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counselan Opinion of Counsel, unless such Officer knows, or in the exercise of reasonable care should know, knows that the certificate or opinion or representations with respect to the matters upon which his or her certificate or opinion may be based as aforesaid is based are erroneous. Any such certificate or opinion of, or representation by, counsel Opinion of Counsel may be based, insofar as it relates to factual matters, upon certificates certificates, statements or opinions of, or representations by an officer or officers of public officials the Company, or other Persons or firms deemed appropriate by such counsel, unless such counsel knows that the certificates, statements or opinions or representations with respect to the matters upon which his or her opinion may be based as aforesaid are erroneous. Any Officers' Certificate, statement or Opinion of Counsel may be based, insofar as it relates to accounting matters, upon a certificate or opinion ofof or representation by an accountant (who may be an employee of the Company), or representations byfirm of accountants, an unless such Officer or Officers with respect to any Person stating that counsel, as the information with respect to such factual matters is in the possession of such Person (orcase may be, if such Person is a limited partnership, such Person’s general partner) unless such counsel knows, or in the exercise of reasonable care should know, knows that the certificate or opinion or representations representation with respect to such the accounting matters are upon which his or her certificate, statement or opinion may be based as aforesaid is erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Statements Required in Certificate or Opinion. (a) Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture must shall include: (ai) a statement that the person Person making such certificate or opinion has read such covenant or condition; (bii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (ciii) a statement that, in the opinion of such personPerson, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfied; and (div) a statement as to whether or not, in the opinion of such personPerson, such condition or covenant has been satisfied. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an Officer with respect to any Person of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such Officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or opinion of, or representation by, counsel may be based, insofar as it relates to factual matters, upon certificates of public officials or upon a certificate or opinion of, or representations by, an Officer or Officers with respect to any Person of the Company stating that the information with respect to such factual matters is in the possession of such Person (or, if such Person is a limited partnership, such Person’s general partner) the Company unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture must (other than a certificate provided pursuant to TIA Section 314(a)(4)) shall include: (a) a statement that the person making such certificate or opinion has read such covenant or condition; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (c) a statement that, in the opinion of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfiedcomplied with; and (d) a statement as to whether or not, in the opinion of such person, such condition or covenant has been satisfied. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documentscomplied with. Any certificate or opinion of an Officer with respect to any Person Officers' Certificate may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counselan Opinion of Counsel, unless such Officer knows, or in the exercise of reasonable care should know, knows that the certificate or opinion or representations with respect to the matters upon which his or her certificate or opinion may be based as aforesaid is based are erroneous. Any such certificate or opinion of, or representation by, counsel Opinion of Counsel may be based, insofar as it relates to factual matters, upon certificates certificates, statements or opinions of, or representations by an officer or officers of public officials the Company, or other persons or firms deemed appropriate by such counsel, unless such counsel knows that the certificates, statements or opinions or representations with respect to the matters upon which his or her opinion may be based as aforesaid are erroneous. Any Officers' Certificate, statement or Opinion of Counsel may be based, insofar as it relates to accounting matters, upon a certificate or opinion ofof or representation by an accountant (who may be an employee of the Company), or representations byfirm of accountants, an unless such Officer or Officers with respect to any Person stating that counsel, as the information with respect to such factual matters is in the possession of such Person (orcase may be, if such Person is a limited partnership, such Person’s general partner) unless such counsel knows, or in the exercise of reasonable care should know, knows that the certificate or opinion or representations representation with respect to such the accounting matters are upon which his or her certificate, statement or opinion may be based as aforesaid is erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture must shall include: (a1) a statement that the person Person making such certificate or opinion has read such covenant or condition; (b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (c3) a statement that, in the opinion of such personPerson, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfiedfully complied with; and (d4) a statement as to whether or not, in the opinion of each such personPerson, such condition or covenant has been satisfied. In any case where several matters are required to be certified byfully complied with; provided, or covered by an opinion ofhowever, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one of fact an Opinion of Counsel may rely on an Officers' Certificate or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documentscertificates of public officials. Any certificate certificate, statement or opinion of an Officer with respect to any Person officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, of or representations by, by counsel, unless such Officer knows, or in the exercise of reasonable care should know, officer knows that the certificate or opinion or representations with respect to the matters upon which his certificate certificate, statement or opinion is may be based as aforesaid are erroneous, or in the exercise of reasonable care should know that the same are erroneous. Any such certificate certificate, statement or opinion of, or representation by, of counsel may be based, insofar as it relates to factual matters and information which is in the possession of the Company, upon the certificate, statement or opinion of or representations by an officer or officers of the Company, unless such counsel knows that the certificate, statement or opinion or representations with respect to the matters upon which his certificate, statement or opinion may be based as aforesaid are erroneous. Any certificate, statement or opinion of an officer of the Company or of counsel may be based, insofar as it relates to accounting matters, upon certificates of public officials or upon a certificate or opinion of, of or representations by, by an Officer accountant or Officers with respect to any Person stating that the information with respect to such factual matters is firm of accountants in the possession employ of such Person (or, if such Person is a limited partnership, such Person’s general partner) the Company unless such counsel knowsofficer or counsel, or in as the exercise of reasonable care should knowcase may be, knows that the certificate or opinion or representations with respect to such the accounting matters upon which his certificate, statement or opinion may be based as aforesaid are erroneous. Where Any certificate or opinion of any Person independent firm of public accountants filed with the Trustee shall contain a statement that such firm is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrumentindependent.

Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this the Indenture must include: (a) a statement that each person signing the person making such certificate or opinion has read such the covenant or conditioncondition and the related definitions; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements statement or opinions opinion contained in such the certificate or opinion are is based; (c) a statement that, in the opinion of each such person, he or she that person has made such examination or investigation as is necessary to enable him or her the person to express an informed opinion as to whether or not such covenant or condition has been satisfiedcomplied with; and (d) a statement as to whether or not, in the opinion of each such person, such condition or covenant has been satisfied. In any case where several matters are required to be certified bycomplied with, provided, that an Opinion of Counsel may rely on an Officers’ Certificate or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion certificates of public officials with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documentsof fact. Any certificate certificate, statement or opinion of an Officer with respect to any Person of the Issuer or the Company, as applicable, may be based, insofar as it relates to legal matters, upon a certificate or opinion of, of or representations by, by counsel, unless such Officer knows, or in the exercise of reasonable care should know, knows that the certificate or opinion or representations with respect to the matters upon which his certificate such certificate, statement or opinion is may be based as aforesaid are erroneous, or in the exercise of reasonable care should know that the same are erroneous. Any such certificate certificate, statement or Opinion of Counsel may be based, insofar as it relates to factual matters on information with respect to which is in the possession of the Issuer, or the Company, as applicable, upon the certificate, statement or opinion ofof or representations by an officer or officers of the Issuer, or representation bythe Company, as applicable, unless such counsel knows that the certificate, statement or opinion or representations with respect to the matters upon which such certificate, statement or opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should know that the same are erroneous. Any certificate, statement or opinion of an Officer of the Issuer or the Company, as applicable, or of counsel may be based, insofar as it relates to factual accounting matters, upon certificates of public officials or upon a certificate or opinion of, of or representations byby an accountant or firm of accountants in the employ of the Issuer or the Company, an as applicable, unless such Officer or Officers with respect to any Person stating that counsel, as the information with respect to such factual matters is in the possession of such Person (orcase may be, if such Person is a limited partnership, such Person’s general partner) unless such counsel knows, or in the exercise of reasonable care should know, knows that the certificate or opinion or representations with respect to the accounting matters upon which such matters certificate, statement or opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should know that the same are erroneous. Where Any certificate or opinion of any Person independent firm of public accountants filed with and directed to the Senior Trustee shall contain a statement that such firm is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrumentindependent.

Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture must Indenture, other than the Officer’s Certificate required by Section 4.05, shall include: (a1) a statement that the person Person making such certificate or opinion has read such covenant or condition; (b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (c3) a statement that, in the opinion of such personPerson, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with or satisfied; and (d4) a statement as to whether or not, in the opinion of each such personPerson, such condition or covenant has been satisfiedcomplied with. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an Officer with respect to officer of any Person may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such Officer officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or opinion of, or representation by, counsel or any Opinion of Counsel may be based, insofar as it relates to factual matters, upon certificates of public officials or upon a certificate or opinion of, or representations by, an Officer officer or Officers with respect to officers of either Issuer or any Person Guarantor (including an Officer’s Certificate) stating that the information with respect to such factual matters is in the possession of such Person (or, if Issuer or such Person is a limited partnership, such Person’s general partner) Guarantor unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Statements Required in Certificate or Opinion. (a) Each certificate or opinion with respect to compliance with a covenant or condition or covenant provided for in this Indenture must shall include: (a1) a statement that the person making such certificate or rendering such opinion has read such covenant or condition; (b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (c3) a statement that, in the opinion of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfiedcomplied with; and (d4) a statement as to whether or not, in the opinion of such person, such covenant or condition or covenant has been satisfied. In complied with. (b) Unless otherwise expressly provided herein, any case where several matters are application, request, order, certified resolution, certificate, notice, statement or other instrument of the Issuer or of any other Person required or permitted to be certified byfiled with the Trustee or to be made or given under this Indenture shall be dated and shall state the provision or provisions of this Indenture pursuant to which it is filed, made or given and shall be signed by a Responsible Officer of the Person taking such action. (c) Any counsel giving an Opinion of Counsel that an instrument conforms to the requirements of this Indenture, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an Officer with respect to any similar matter, may state that such counsel is not passing upon the truth, accuracy or good faith of the facts or opinions stated in any application, request, order, certified resolution, Officer's Certificate, appraiser's certificate, notice, statement or other instrument required to be delivered to the Trustee signed by any Person other than such counsel. (d) Any Officer's Certificate of the Issuer or certificate of an appraiser, forester or other expert may be based, insofar as it relates to the matters therein are of a legal mattersnature, upon a certificate or opinion of, or representations by, counselan Opinion of Counsel, unless such Officer knowsofficer, appraiser or forester knows that such Opinion of Counsel is, or in any of the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters facts upon which his certificate or opinion such Opinion of Counsel is based are is, erroneous. . (e) Any such certificate or opinion of, or representation by, counsel Opinion of Counsel may be based, insofar as it relates to factual matters or information in possession of the Issuer or the Services Provider, upon an Officer's Certificate or representations of a Responsible Officer of the Issuer or the Services Provider, unless such counsel knows that such Officer's Certificate or representations are erroneous. (f) Any Opinion of Counsel may be based, insofar as it relates to appraisal matters, upon certificates of public officials or upon a certificate or opinion ofan appraiser's certificate, or representations by, an Officer or Officers with respect to any Person stating that the information with respect to such factual matters is in the possession of such Person (or, if such Person is a limited partnership, such Person’s general partner) unless such counsel knows, or in the exercise of reasonable care should know, knows that the appraiser's certificate or is erroneous. (g) Any Opinion of Counsel may be based on the written opinion or representations with respect of other counsel reasonably satisfactory to the Trustee, in which event such matters are erroneous. Where any Person is required Opinion of Counsel shall be accompanied by a copy of such other counsel's opinion addressed to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrumentthe Trustee.

Statements Required in Certificate or Opinion. (a) Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture must (other than a certificate provided pursuant to TIA Section 314(a)(4)) will include: (ai) a statement that the person Person making such certificate or opinion has read such covenant condition or conditioncovenant; (bii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (ciii) a statement that, in the opinion of such personPerson, he or she such Person has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such condition or covenant or condition has been satisfiedcomplied with; and (div) a statement as to whether or not, in the opinion of such person, such condition or covenant has been satisfied. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. complied with. (b) Any certificate or opinion of an Officer with respect to any Person Officers' Certificate may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counselan Opinion of Counsel, unless such Officer knowsknows that the opinion with respect to the matters upon which his certificate may be based as aforesaid is erroneous, or in the exercise of reasonable care should know, know that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based same are erroneous. Any such certificate or opinion of, or representation by, counsel Opinion of Counsel may be based, insofar as it relates to factual matters, upon certificates of public officials or upon a certificate the certificate, statement or opinion ofof or representations by an officer or officers of the Company, or representations byother Persons or firms deemed appropriate by such counsel, an Officer or Officers with respect to any Person stating that the information with respect to such factual matters is in the possession of such Person (or, if such Person is a limited partnership, such Person’s general partner) unless such counsel knows, or in the exercise of reasonable care should know, has actual knowledge that the certificate certificate, statement or opinion or representations with respect to such the matters upon which his certificate, statement or opinion may be based as aforesaid are erroneous. Where any Person is required . (c) Any Officers' Certificate, statement or Opinion of Counsel may be based, insofar as it relates to makeaccounting matters, give upon a certificate or execute two opinion of or more applicationsrepresentation by an 78 89 accountant (who may be an employee of the Company), requestsor firm of accountants, consentsunless such Officer or counsel, certificatesas the case may be, statementshas actual knowledge that the certificate or opinion or representation with respect to the accounting matters upon which his certificate, opinions statement or other instruments under this Indenture, they may, but need not, opinion may be consolidated and form one instrumentbased as aforesaid are erroneous.

Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to TIA Section 314(a)(4)) shall comply with the provisions of TIA Section 314(e) and must include: (a1) a statement that the person Person making such certificate or opinion has read such covenant or condition; (b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (c3) a statement that, in the opinion of such personPerson, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfied; and (d4) a statement as to whether or not, in the opinion of such personPerson, such condition or covenant has been satisfied. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an Officer with respect to of any Person may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such Officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or opinion of, or representation by, counsel may be based, insofar as it relates to factual matters, upon certificates of public officials or upon a certificate or opinion of, or representations by, an Officer or Officers with respect to any of such Person stating that the information with respect to such factual matters is in the possession of such Person (or, if such Person is a limited partnership, such Person’s general partner) unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture must (other than a certificate provided pursuant to TIA (S) 314(a)(4)) shall include: (a1) a statement that the person making such certificate or opinion has read such covenant or condition; (b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (c3) a statement that, in the opinion of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfiedcomplied with; and (d4) a statement as to whether or not, in the opinion of such person, such condition or covenant has been satisfied. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documentscomplied with. Any certificate or opinion of an Officer with respect to any Person Officers' Certificate may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counselan Opinion of Counsel, unless such Officer knows, or in the exercise of reasonable care should know, knows that the certificate or opinion or representations with respect to the matters upon which his or her certificate or opinion may be based as aforesaid is based are erroneous. Any such certificate or opinion of, or representation by, counsel Opinion of Counsel may be based, insofar as it relates to factual matters, upon certificates certificates, statements or opinions of, or representations by an officer or officers of public officials the Company, or other persons or firms deemed appropriate by such counsel, unless such counsel knows that the certificates, statements or opinions or representations with respect to the matters upon which his or her opinion may be based as aforesaid are erroneous. Any Officers' Certificate, statement or Opinion of Counsel may be based, insofar as it relates to accounting matters, upon a certificate or opinion ofof or representation by an accountant (who may be an employee of the Company), or representations byfirm of accountants, an unless such Officer or Officers with respect to any Person stating that counsel, as the information with respect to such factual matters is in the possession of such Person (orcase may be, if such Person is a limited partnership, such Person’s general partner) unless such counsel knows, or in the exercise of reasonable care should know, knows that the certificate or opinion or representations representation with respect to such the accounting matters are upon which his or her certificate, statement or opinion may be based as aforesaid is erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture must (other than a certificate provided pursuant to TIA Section 314(a) (4)) shall include: (a1) a statement that the person making such certificate or opinion has read such covenant or condition; (b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (c3) a statement that, in the opinion of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfiedcomplied with; and (d4) a statement as to whether or not, in the opinion of such person, such condition or covenant has been satisfied. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documentscomplied with. Any certificate or opinion of an Officer with respect to any Person Officers' Certificate may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counselan Opinion of Counsel, unless such Officer knows, or in the exercise of reasonable care should know, knows that the certificate or opinion or representations with respect to the matters upon which his or her certificate or opinion may be based as aforesaid is based are erroneous. Any such certificate or opinion of, or representation by, counsel Opinion of Counsel may be based, insofar as it relates to factual matters, upon certificates of public officials certificates, statements or upon a certificate or opinion opinions of, or representations by, an Officer officer or Officers officers of the Company, or other Persons or firms deemed appropriate by such counsel, unless such counsel knows that the certificates, statements or opinions or representations with respect to any Person stating that the information with respect matters upon which his or her opinion may be based as aforesaid are erroneous. Any Officers' Certificate, statement or Opinion of Counsel may be based, insofar as it relates to such factual matters is in accounting matters, upon a certificate or opinion of or representation by an accountant (who may be an employee of the possession Company), or firm of such Person (oraccountants, if such Person is a limited partnership, such Person’s general partner) unless such counsel knowsOfficer or counsel, or in as the exercise of reasonable care should knowcase may be, knows that the certificate or opinion or representations representation with respect to such the accounting matters are upon which his or her certificate, statement or opinion may be based as aforesaid is erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this the Indenture must include: (a) a statement that each person signing the person making such certificate or opinion has read such the covenant or conditioncondition and the related definitions; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements statement or opinions opinion contained in such the certificate or opinion are is based; (c) a statement that, in the opinion of each such person, he or she that person has made such examination or investigation as is necessary to enable him or her the person to express an informed opinion as to whether or not such covenant or condition has been satisfiedcomplied with; and (d) a statement as to whether or not, in the opinion of each such person, such condition or covenant has been satisfied. In any case where several matters are required to be certified bycomplied with, provided, that an Opinion of Counsel may rely on an Officers’ Certificate or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion certificates of public officials with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documentsof fact. Any certificate certificate, statement or opinion of an Officer with respect to any Person of the Issuer or the Company, as applicable, may be based, insofar as it relates to legal matters, upon a certificate or opinion of, of or representations by, by counsel, unless such Officer knows, or in the exercise of reasonable care should know, knows that the certificate or opinion or representations with respect to the matters upon which his certificate such certificate, statement or opinion is may be based as aforesaid are erroneous, or in the exercise of reasonable care should know that the same are erroneous. Any such certificate certificate, statement or Opinion of Counsel may be based, insofar as it relates to factual matters on information with respect to which is in the possession of the Issuer, or the Company, as applicable, upon the certificate, statement or opinion ofof or representations by an officer or officers of the Issuer, or representation bythe Company, as applicable, unless such counsel knows that the certificate, statement or opinion or representations with respect to the matters upon which such certificate, statement or opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should know that the same are erroneous. Any certificate, statement or opinion of an Officer of the Issuer or the Company, as applicable, or of counsel may be based, insofar as it relates to factual accounting matters, upon certificates of public officials or upon a certificate or opinion of, of or representations byby an accountant or firm of accountants in the employ of the Issuer or the Company, an as applicable, unless such Officer or Officers with respect to any Person stating that counsel, as the information with respect to such factual matters is in the possession of such Person (orcase may be, if such Person is a limited partnership, such Person’s general partner) unless such counsel knows, or in the exercise of reasonable care should know, knows that the certificate or opinion or representations with respect to the accounting matters upon which such matters certificate, statement or opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should know that the same are erroneous. Where Any certificate or opinion of any Person independent firm of public accountants filed with and directed to the Trustee shall contain a statement that such firm is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrumentindependent.

Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture must (other than a certificate provided pursuant to TIA Section 314(a)(4)) shall include: (a1) a statement that the person making such certificate or opinion has read such covenant or condition; (b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (c3) a statement that, in the opinion of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfiedcomplied with; and (d4) a statement as to whether or not, in the opinion of such person, such condition or covenant has been satisfied. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documentscomplied with. Any certificate or opinion of an Officer with respect to any Person Officer’s Certificate may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counselan Opinion of Counsel, unless such Officer knows, or in the exercise of reasonable care should know, knows that the certificate or opinion or representations with respect to the matters upon which his or her certificate or opinion may be based as aforesaid is based are erroneous. Any such certificate or opinion of, or representation by, counsel Opinion of Counsel may be based, insofar as it relates to factual matters, upon certificates of public officials certificates, statements or upon a certificate or opinion opinions of, or representations by, an Officer or Officers of the Company, or other Persons or firms deemed appropriate by such counsel, unless such counsel knows that the certificates, statements or opinions or representations with respect to any Person stating that the information with respect matters upon which his or her opinion may be based as aforesaid are erroneous. Any Officer’s Certificate, statement or Opinion of Counsel may be based, insofar as it relates to such factual matters is in accounting matters, upon a certificate or opinion of or representation by an accountant (who may be an employee of the possession Company), or firm of such Person (oraccountants, if such Person is a limited partnership, such Person’s general partner) unless such counsel knowsOfficer or counsel, or in as the exercise of reasonable care should knowcase may be, knows that the certificate or opinion or representations representation with respect to such the accounting matters are upon which his or her certificate, statement or opinion may be based as aforesaid is erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture must shall include: (a) a statement that the person making such certificate or opinion has read such covenant or condition; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (c) a statement that, in the opinion of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfied; and (d) a statement as to whether or not, in the opinion of such person, such condition or covenant has been satisfied. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an Officer with respect to any Person may be based, insofar as it relates related to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such Officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or opinion of, or representation by, counsel may be based, insofar as it relates to factual matters, upon certificates of public officials or upon a certificate or opinion of, or representations by, an Officer or Officers with respect to any Person stating that the information with respect to such factual matters is in the possession of such Person (or, if such Person is a limited partnership, such Person’s general partner) unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous). Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture must (other than a certificate provided pursuant to TIA § 314(a)(4)) shall comply with the provisions of TIA § 314(e) and shall include: (a1) a statement that the person making such certificate or opinion has read such covenant or condition; (b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (c3) a statement that, in the opinion of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfied; and (d4) a statement as to whether or not, in the opinion of such person, such condition or covenant has been satisfied. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an Officer with respect to any Person of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such Officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or opinion of, or representation by, counsel may be based, insofar as it relates to factual matters, upon certificates of public officials or upon a certificate or opinion of, or representations by, an Officer or Officers with respect to any Person of the Company stating that the information with respect to such factual matters is in the possession of such Person (or, if such Person is a limited partnership, such Person’s general partner) the Company unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a covenant or condition or covenant provided for in this Indenture must (including any opinion or certificate required under ‎Section 8.01, ‎Section 13.04 or ‎Article 5) shall include: (a) a statement that the person individual making such certificate or opinion has read such covenant or condition; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (c) a statement that, in the opinion of such personindividual, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfiedcomplied with; and (d) a statement as to whether or not, in the opinion of such personindividual, such covenant or condition or covenant has been satisfiedcomplied with. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an Officer with respect to any Person of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such Officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or opinion of, or representation by, counsel Opinion of Counsel may be based, and may state that it is so based, insofar as it relates to factual matters, upon certificates of public officials or upon a certificate or opinion of, or representations by, an Officer or Officers with respect to any Person stating that of the information with respect to such factual matters is in the possession of such Person (or, if such Person is a limited partnership, such Person’s general partner) unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneousCompany. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions opinions, notices or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture must include: (a) a statement that each person signing the person making such certificate or opinion has read such the covenant or conditioncondition and the related definitions; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements statement or opinions opinion contained in such the certificate or opinion are is based; (c) a statement that, in the opinion of each such person, he or she that person has made such examination or investigation as is necessary to enable him or her the person to express an informed opinion as to whether or not such covenant or condition has been satisfiedcomplied with; and (d) a statement as to whether or not, in the opinion of each such person, such condition or covenant has been satisfied. In any case where several matters are required to be certified bycomplied with; provided, however, that an Opinion of Counsel may rely on an Officers’ Certificate or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion certificates of public officials with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documentsof fact. Any certificate certificate, statement or opinion of an Officer with respect to any Person of the Issuers or the Company, as applicable, may be based, insofar as it relates to legal matters, upon a certificate or opinion of, of or representations by, by counsel, unless such Officer knows, or in the exercise of reasonable care should know, knows that the certificate or opinion or representations with respect to the matters upon which his certificate such certificate, statement or opinion is may be based as aforesaid are erroneous, or in the exercise of reasonable care should know that the same are erroneous. Any such certificate certificate, statement or Opinion of Counsel may be based, insofar as it relates to factual matters on information with respect to which is in the possession of the Issuers, or the Company, as applicable, upon the certificate, statement or opinion ofof or representations by an officer or officers of the Issuers, or representation bythe Company, as applicable, unless such counsel knows that the certificate, statement or opinion or representations with respect to the matters upon which such certificate, statement or opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should know that the same are erroneous. Any certificate, statement or opinion of an Officer of the Issuers or the Company, as applicable, or of counsel may be based, insofar as it relates to factual accounting matters, upon certificates of public officials or upon a certificate or opinion of, of or representations byby an accountant or firm of accountants in the employ of the Issuers or the Company, an as applicable, unless such Officer or Officers with respect to any Person stating that counsel, as the information with respect to such factual matters is in the possession of such Person (orcase may be, if such Person is a limited partnership, such Person’s general partner) unless such counsel knows, or in the exercise of reasonable care should know, knows that the certificate or opinion or representations with respect to the accounting matters upon which such matters certificate, statement or opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should know that the same are erroneous. Where Any certificate or opinion of any Person independent firm of public accountants filed with and directed to the Trustee shall contain a statement that such firm is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrumentindependent.

Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture must (other than a certificate provided pursuant to TIA § 314(a)(4) and Section 4.04 hereof) shall comply with the provisions of TIA § 314(e) and shall include: (a) a statement that the person Person making such certificate or opinion has read such covenant or condition; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (c) a statement that, in the opinion of such personPerson, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfiedsatisfied or waived; and (d) a statement as to whether or not, in the opinion of such personPerson, such condition or covenant has been satisfiedsatisfied or waived. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an Officer with respect to any Person of the Company may be based, based insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such Officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion or representations is based are erroneous. Any such certificate or opinion of, or representation by, of counsel may be based, insofar as it relates to factual matters, upon certificates of public officials or upon a certificate or opinion of, or representations by, an Officer officer or Officers with respect to any Person officers of the Company stating that the information with respect to such factual matters is in the possession of such Person (orthe Company, if such Person is a limited partnership, such Person’s general partner) unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture must Indenture, other than the Officer’s Certificate required by Section 4.03, shall include: (a1) a statement that the person Person making such certificate or opinion has read such covenant or condition; (b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (c3) a statement that, in the opinion of such personPerson, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with or satisfied; and (d4) a statement as to whether or not, in the opinion of each such personPerson, such condition or covenant has been satisfiedcomplied with. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an Officer with respect to officer of any Person may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such Officer officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or opinion of, or representation by, counsel or any Opinion of Counsel may be based, insofar as it relates to factual matters, upon certificates of public officials or upon a certificate or opinion of, or representations by, an Officer officer or Officers with respect to officers of either Issuer or any Person Guarantor (including an Officer’s Certificate) stating that the information with respect to such factual matters is in the possession of such Person (or, if Issuer or such Person is a limited partnership, such Person’s general partner) Guarantor unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture must (other than a certificate provided pursuant to TIA § 314(a)(4)) shall comply with the provisions of TIA § 314(e) and shall include: (a) a statement that the person making such certificate or opinion has read such covenant condition or conditioncovenant; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (c) a statement that, in the opinion of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such condition or covenant or condition has been satisfied; and (d) a statement as to whether or not, in the opinion of such person, such condition or covenant has been satisfied. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an Officer with respect to any Person officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such Officer officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or opinion of, or representation by, counsel may be based, insofar as it relates to factual matters, upon certificates of public officials or upon a certificate or opinion of, or representations by, an Officer officer or Officers with respect to any Person officers of the Company stating that the information with respect to such factual matters is in the possession of such Person (or, if such Person is a limited partnership, such Person’s general partner) the Company unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture must shall include: (a) a statement that the each person making signing such certificate or opinion has read such covenant or conditioncondition and the definitions herein relating thereto; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements statement or opinions opinion contained in such certificate or opinion are is based; (c) a statement that, in the opinion of each such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfiedcomplied with; and (d) a statement as to whether or not, in the opinion of each such person, such condition or covenant has been satisfiedcomplied with; provided, however, that, with respect to matters of fact, an Opinion of Counsel may rely on an Officers' Certificate or certificates of public officials. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate certificate, statement or opinion of an Officer with respect to any Person officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, of or representations by, by counsel, unless such Officer knows, or in the exercise of reasonable care should know, officer knows that the certificate or opinion or representations with respect to the matters upon which his certificate certificate, statement or opinion is may be based as aforesaid are erroneous, or in the exercise o reasonable care should know that the same are erroneous. Any such certificate certificate, statement or opinion of, or representation by, of counsel may be based, insofar as it relates to factual matters, upon certificates of public officials matters or upon a certificate or opinion of, or representations by, an Officer or Officers with respect to any Person stating information that the information with respect to such factual matters is in the possession of such Person (orthe Company, if such Person is a limited partnershipupon the certificate, such Person’s general partner) statement or opinion of or representations by an officer or officers of the Company, unless such counsel knowsknows that the certificate, statement or opinion or representations with respect to the matters upon which his certificate, statement or opinion may be base as aforesaid are erroneous, or in the exercise of reasonable care should knowknow that the same are erroneous. Any certificate, statement or opinion of an officer of the Company or of counsel may be based, insofar as it relates to accounting matters, upon a certificate or opinion of or representations by an accountant or firm of accountants unless such officer or counsel, as the case may be, knows that the certificate or opinion or representations with respect to such the accounting matters upon which his certificate, statement or opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should know that the same are erroneous. Any certificate or opinion of any independent firm of public accountants filed with the Trustee shall contain a statement that such firm is independent. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a covenant or condition or covenant provided for in this Indenture must (including any opinion or certificate required under Section 8.01, Section 13.04 or Article 5) shall include: (a) a statement that the person individual making such certificate or opinion has read such covenant or condition; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (c) a statement that, in the opinion of such personindividual, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfiedcomplied with; and (d) a statement as to whether or not, in the opinion of such personindividual, such covenant or condition or covenant has been satisfiedcomplied with. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an Officer with respect to any Person of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such Officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or opinion of, or representation by, counsel Opinion of Counsel may be based, and may state that it is so based, insofar as it relates to factual matters, upon certificates of public officials or upon a certificate or opinion of, or representations by, an Officer or Officers with respect to any Person stating that of the information with respect to such factual matters is in the possession of such Person (or, if such Person is a limited partnership, such Person’s general partner) unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneousCompany. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions opinions, notices or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture must (other than a certificate provided pursuant to TIA § 314(a)(4)) shall comply with the provisions of TIA § 314(e) and shall include: (a) a statement that the person Person making such certificate or opinion has read such covenant or condition; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (c) a statement that, in the opinion of such personPerson, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfiedcomplied with; and (d) a statement as to whether or not, in the opinion of such personPerson, such condition or covenant has been satisfiedcomplied with. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an Officer with respect to officer of any Person may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such Officer officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or opinion of, or representation by, counsel or any Opinion of Counsel may be based, insofar as it relates to factual matters, upon certificates of public officials or upon a certificate or opinion of, or representations by, an Officer officer or Officers with respect to officers of the Company or any Person Guarantor (including an Officer’s Certificate) stating that the information with respect to such factual matters is in the possession of the Company or such Person (or, if such Person is a limited partnership, such Person’s general partner) Guarantor unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture must include(other than any certificate required by Section 4.04) shall include substantially: (a) a statement that the person Person making such certificate or opinion has read and understands such covenant or condition;condition; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;based; (c) a statement that, in the opinion of such personPerson, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfied; satisfied; and (d) a statement as to whether or not, in the opinion of such personPerson, such condition or covenant has been satisfied. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such one Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an Officer with respect to any Person of the Issuer may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such Officer 98| knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his or her certificate or opinion is based are erroneous. Any such certificate or opinion of, or representation by, counsel Opinion of Counsel may be based, insofar as it relates to factual matters, upon certificates of public officials or upon a certificate or opinion of, or representations by, an Officer or Officers with respect to any Person of the Issuer stating that the information with respect to such factual matters is in the possession of such Person (orthe Issuer, if such Person is a limited partnership, such Person’s general partner) unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture must (other than a certificate provided pursuant to TIA ss. 314(a)(4)) shall include: (a1) a statement that the person making such certificate or opinion has read such covenant or condition; (b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (c3) a statement that, in the opinion of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfiedcomplied with; and (d4) a statement as to whether or not, in the opinion of such person, such condition or covenant has been satisfied. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documentscomplied with. Any certificate or opinion of an Officer with respect to any Person Officers' Certificate may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counselan Opinion of Counsel, unless such Authorized Officer knows, or in the exercise of reasonable care should know, knows that the certificate or opinion or representations with respect to the matters upon which his or her certificate or opinion may be based as aforesaid is based are erroneous. Any such certificate or opinion of, or representation by, counsel Opinion of Counsel may be based, insofar as it relates to factual matters, upon certificates certificates, statements or opinions of, or representations by an officer or officers of public officials the Company, or other persons or firms deemed appropriate by such counsel, unless such counsel knows that the certificates, statements or opinions or representations with respect to the matters upon which his or her opinion may be based as aforesaid are erroneous. Any Officers' Certificate, statement or Opinion of Counsel may be based, insofar as it relates to accounting matters, upon a certificate or opinion ofof or representation by an accountant (who may be an employee of the Company), or representations byfirm of accountants, an unless such Authorized Officer or Officers with respect to any Person stating that counsel, as the information with respect to such factual matters is in the possession of such Person (orcase may be, if such Person is a limited partnership, such Person’s general partner) unless such counsel knows, or in the exercise of reasonable care should know, knows that the certificate or opinion or representations representation with respect to such the accounting matters are upon which his or her certificate, statement or opinion may be based as aforesaid is erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Statements Required in Certificate or Opinion. Each ---------------------------------------------- certificate or opinion with respect to compliance with a covenant or condition or covenant provided for in this Indenture must shall include: (a1) a statement that the person individual making such certificate or opinion has read such covenant or condition; (b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (c3) a statement that, in the opinion of such personindividual, he or she has made such examination or investigation investiga tion as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfiedcomplied with; and (d4) a statement as to whether or not, in the opinion opin ion of such personindividual, such covenant or condition or covenant has been satisfied. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documentscomplied with. Any certificate or opinion of an Officer with respect to any Person of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such Officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous, and provided that any such certificate or opinion names the Trustee as an addressee and is furnished to the Trustee at the time of delivery of such certificate or opinion. Any such certificate or opinion of, or representation by, counsel Opinion of Counsel may be based, insofar as it relates to factual matters, upon certificates of public officials or upon a certificate or opinion of, or representations by, an Officer officer or Officers with respect to any Person officers of the Company stating that the information with respect to such factual matters is in the possession of such Person (orthe Company, if such Person is a limited partnership, such Person’s general partner) unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. Where any Person is Opinions of Counsel required to make, give be delivered to the Trustee may have qualifications customary for opinions of the type required and counsel delivering such Opinions of Counsel may rely on certificates of the Company or execute two or more applications, requests, consents, certificates, statements, opinions government or other instruments under this Indentureofficials customary for opinions of the type required, they mayincluding certificates certifying as to matters of fact, but need not, be consolidated and form one instrumentincluding that various financial covenants have been complied with.

Statements Required in Certificate or Opinion. (a) Each certificate Officers' Certificate or opinion Opinion of Counsel with respect to compliance with a covenant or condition or covenant provided for in this Indenture must shall include, to the extent required by the Trustee or the Collateral Agent: (ai) a statement that the each person making such certificate Officers' Certificate or opinion Opinion of Counsel has read such covenant or condition; (bii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate Officers' Certificate or opinion Opinion of Counsel are based; (ciii) a statement that, in the opinion of each such personPerson, he or she has made such examination or investigation has been made as is necessary to enable him or her such Person to express an informed opinion as to whether or not such covenant or condition has been satisfiedcomplied with; and (div) a statement as to whether or notthat, in the opinion of such personPerson, such covenant or condition or covenant has been satisfied. complied with. (b) In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an Officer with respect to any Person of the Company or an engineer, insurance broker, accountant or other expert may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such Officer Officer, engineer, insurance broker, accountant or other expert knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or opinion of, or representation by, counsel any Opinion of Counsel may be based, insofar as it relates to factual matters, upon certificates of public officials or upon a certificate or opinion of, or representations by, an Officer or Officers with respect to any Person of the Company stating that the information with respect to such factual matters is in the possession of such Person (orthe Company, if such Person is a limited partnership, such Person’s general partner) unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect as to such matters are erroneous. Where Indenture 82 Any certificate or opinion of an Officer of the Company or of counsel may be based, insofar as it relates to accounting matters, upon a certificate or opinion of or representations by an accountant or firm of accountants in the employ of the Company, unless such officer or counsel, as the case may be, knows, or in the exercise of reasonable care should know, that the certificate or opinions or representations as to such accounting matters are erroneous. Wherever in this Indenture or another Operative Document in connection with any application, certificate or report to the Trustee or the Collateral Agent it is provided that the Company shall deliver any document as a condition of the granting of such application or as evidence of the Company's compliance with any term hereof, it is intended that the truth and accuracy at the time of the granting of such application or at the effective date of such certificate or report, as the case may be, of the facts and opinions stated in such document shall in each such case be a condition precedent to the right of the Company to have such application granted or to the sufficiency of such certificate or report. Nevertheless, in the case of any such application, certificate or report, any document required by any provision of this Indenture or another Operative Document to be delivered to the Trustee or the Collateral Agent as a condition of the granting of such application or as evidence of such compliance may be received by the Trustee or the Collateral Agent as conclusive evidence of any statement therein contained and shall be full warrant, authority and protection to the Trustee or the Collateral Agent acting on the faith thereof. Whenever any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this IndentureIndenture or another Operative Document, they such Person may, but need not, be consolidated and form one instrumentconsolidate such instruments into one.

Statements Required in Certificate or Opinion. Each ---------------------------------------------- certificate or opinion with respect to compliance with a covenant or condition or covenant provided for in this Indenture must shall include: (a1) a statement that the person individual making such certificate or opinion has read such covenant or condition; (b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (c3) a statement that, in the opinion of such personindividual, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfiedcomplied with; and (d4) a statement as to whether or not, in the opinion of such personindividual, such covenant or condition or covenant has been satisfied. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documentscomplied with. Any certificate or opinion of an Officer with respect to any Person of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such Officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous, and provided that any such certificate or opinion names the Trustee as an addressee and is furnished to the Trustee at the time of delivery of such certificate or opinion. Any such certificate or opinion of, or representation by, counsel Opinion of Counsel may be based, insofar as it relates to factual matters, upon certificates of public officials or upon a certificate or opinion of, or representations by, an Officer officer or Officers with respect to any Person officers of the Company stating that the information with respect to such factual matters is in the possession of such Person (orthe Company, if such Person is a limited partnership, such Person’s general partner) unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. Where any Person is Opinions of Counsel required to make, give be delivered to the Trustee may have qualifications customary for opinions of the type required and counsel delivering such Opinions of Counsel may rely on certificates of the Company or execute two or more applications, requests, consents, certificates, statements, opinions government or other instruments under this Indentureofficials customary for opinions of the type required, they mayincluding certificates certifying as to matters of fact, but need not, be consolidated and form one instrumentincluding that various financial covenants have been complied with.

Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture must include: (a1) a statement that the person Person making such certificate or opinion has read such covenant or condition; (b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (c3) a statement that, in the opinion of such personPerson, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfied; and (d4) a statement as to whether or not, in the opinion of such personPerson, such condition or covenant has been satisfied. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an Officer with respect to any Person may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such Officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his or her certificate or opinion is based are erroneous. Any such certificate or opinion of, or representation by, counsel may be based, insofar as it relates to factual matters, upon certificates of public officials or upon a certificate or opinion of, or representations by, an Officer or Officers with respect to any Person stating that the information with respect to such factual matters is in the possession of such Person (or, if such Person is a limited partnership, such Person’s general partner) unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture must (other than a certificate provided pursuant to TIA § 314(a)(4)) shall comply with the provisions of TIA § 314(e) and shall include: (a) a statement that the person Person making such certificate or opinion has read such covenant or condition; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (c) a statement that, in the opinion of such personPerson, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfiedcomplied with; and (d) a statement as to whether or not, in the opinion of such personPerson, such condition or covenant has been satisfiedcomplied with. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an Officer with respect to officer of any Person may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such Officer officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or opinion of, or representation by, counsel or any Opinion of Counsel may be based, insofar as it relates to factual matters, upon certificates of public officials or upon a certificate or opinion of, or representations by, an Officer officer or Officers with respect to officers of the Issuers or any Person Guarantor (including an Officers’ Certificate) stating that the information with respect to such factual matters is in the possession of the Issuers or such Person (or, if such Person is a limited partnership, such Person’s general partner) Guarantor unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture must (other than a certificate provided pursuant to TIA Section 314(a)(4)) shall comply with the provisions of TIA Section 314(e) and shall include: (a) a statement that the person Person making such certificate or opinion has read such covenant or condition; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (c) a statement that, in the opinion of such personPerson, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfiedsatisfied or waived; and (d) a statement as to whether or not, in the opinion of such personPerson, such condition or covenant has been satisfiedsatisfied or waived. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an Officer with respect to any Person of the Company may be based, based insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such Officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion or representations is based are erroneous. Any such certificate or opinion of, or representation by, of counsel may be based, insofar as it relates to factual matters, upon certificates of public officials or upon a certificate or opinion of, or representations by, an Officer officer or Officers with respect to any Person officers of the Company stating that the information with respect to such factual matters is in the possession of such Person (orthe Company, if such Person is a limited partnership, such Person’s general partner) unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture must (other than a certificate provided pursuant to TIA §314(a)(4) and Section 4.04 hereof) shall comply with the provisions of TIA §314(e) and shall include: (a) a statement that the person Person making such certificate or opinion has read such covenant or condition; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (c) a statement that, in the opinion of such personPerson, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfiedsatisfied or waived; and (d) a statement as to whether or not, in the opinion of such personPerson, such condition or covenant has been satisfiedsatisfied or waived. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an Officer with respect to any Person of the Company may be based, based insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such Officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion or representations is based are erroneous. Any such certificate or opinion of, or representation by, of counsel may be based, insofar as it relates to factual matters, upon certificates of public officials or upon a certificate or opinion of, or representations by, an Officer officer or Officers with respect to any Person officers of the Company stating that the information with respect to such factual matters is in the possession of such Person (orthe Company, if such Person is a limited partnership, such Person’s general partner) unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Statements Required in Certificate or Opinion. (a) Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture must (other than a certificate provided pursuant to Trust Indenture Act Section 314(a)(4)) shall comply with the provisions of Trust Indenture Act Section 314(e) and shall include: (ai) a statement that the person making such certificate or opinion has read such covenant or condition; (bii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (ciii) a statement that, in the opinion of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfied; and (div) a statement as to whether or not, in the opinion of such person, such condition or covenant has been satisfied. . (b) In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. . (c) Any certificate or opinion of an Officer with respect to any Person of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such Officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or opinion of, or representation by, counsel may be based, insofar as it relates to factual matters, upon certificates of public officials or upon a certificate or opinion of, or representations by, an Officer or Officers with respect to any Person of the Company stating that the information with respect to such factual matters is in the possession of such Person (or, if such Person is a limited partnership, such Person’s general partner) the Company unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. . (d) Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Statements Required in Certificate or Opinion. (a) Each certificate Officers' Certificate or opinion Opinion of Counsel with respect to compliance with a covenant or condition or covenant provided for in this Indenture must includeshall include to the extent required by the Trustee: (a1) a statement that the each person making such certificate Officers' Certificate or opinion Opinion of Counsel has read such covenant or condition; (b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate Officers' Certificate or opinion Opinion of Counsel are based; (c3) a statement that, in the opinion of each such person, he or she has made such examination or investigation as is necessary to enable him or her such person to express an informed opinion as to whether or not such covenant or condition has been satisfiedcomplied with; and (d4) a statement as to whether or notthat, in the opinion of such person, such covenant or condition or covenant has been satisfied. complied with. (b) In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an Officer with respect to any Person of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such Officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or opinion of, or representation by, counsel any Opinion of Counsel may be based, insofar as it relates to factual matters, upon certificates of public officials or upon a certificate or opinion of, or representations by, an Officer or Officers with respect to any Person of the Company stating that the information with respect to such factual matters is in the possession of such Person (orthe Company, if such Person is a limited partnership, such Person’s general partner) unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect as to such matters are erroneous. Any certificate or opinion of an Officer of the Company or of counsel may be based, insofar as it relates to accounting matters, upon a certificate or opinion of or representations by an accountant or firm of accountants in the employ of the Company, unless such officer or counsel, as the case may be, knows, or in the exercise of reasonable care should know, that the certificate or opinions or representations as to such accounting matters are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Statements Required in Certificate or Opinion. (a) Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture must shall include: (ai) a statement that the person making such certificate or opinion has read such covenant or condition; (bii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (ciii) a statement that, in the opinion of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfied; and (div) a statement as to whether or not, in the opinion of such person, such condition or covenant has been satisfied. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an Officer with respect to any Person of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such Officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or opinion of, or representation by, counsel may be based, insofar as it relates to factual matters, upon certificates of public officials or upon a certificate or opinion of, or representations by, an Officer or Officers with respect to any Person of the Company stating that the information with respect to such factual matters is in the possession of such Person (or, if such Person is a limited partnership, such Person’s general partner) the Company unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture must shall include: (ai) a statement that the each person making signing such certificate or opinion has read such covenant or conditioncondition and the definitions herein relating thereto; (bii) a brief statement as to the nature and scope of the examination or investigation upon which the statements statement or opinions opinion contained in such certificate or opinion are is based; (ciii) a statement that, in the opinion of each such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfiedcomplied with; and (div) a statement as to whether or not, in the opinion of each such person, such condition or covenant has been satisfiedcomplied with; provided, however, that, with respect to matters of fact, an Opinion of Counsel may rely on an officers’ Certificate or certificates of public officials. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate certificate, statement or opinion of an Officer with respect to any Person officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, of or representations by, by counsel, unless such Officer knows, or in the exercise of reasonable care should know, officer knows that the certificate or opinion or representations with respect to the matters upon which his certificate certificate, statement or opinion is may be based as aforesaid are erroneous, or in the exercise of reasonable care should know that the same are erroneous. Any such certificate certificate, statement or opinion of, or representation by, of counsel may be based, insofar as it relates to factual matters, upon certificates of public officials matters or upon a certificate or opinion of, or representations by, an Officer or Officers with respect to any Person stating information that the information with respect to such factual matters is in the possession of such Person (orthe Company, if such Person is a limited partnershipupon the certificate, such Person’s general partner) statement or opinion of or representations by an officer or officers of the Company, unless such counsel knowsknows that the certificate, statement or opinion or representations with respect to the matters upon which his certificate, statement or opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should knowknow that the same are erroneous. Any certificate, statement or opinion of an officer of the Company or of counsel may be based, insofar as it relates to accounting matters, upon a certificate or opinion of or representations by an accountant or firm of accountants unless such officer or counsel, as the case may be, knows that the certificate or opinion or representations with respect to such the accounting matters upon which his certificate, statement or opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should know that the same are erroneous. Any certificate or opinion of any independent firm of public accountants filed with the Trustee shall contain a statement that such firm is independent. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this the Indenture must include: (a) a statement that each person signing the person making such certificate or opinion has read such the covenant or conditioncondition and the related definitions; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements statement or opinions opinion contained in such the certificate or opinion are is based; (c) a statement that, in the opinion of each such person, he or she that person has made such examination or investigation as is necessary to enable him or her the person to express an informed opinion as to whether or not such covenant or condition has been satisfiedcomplied with; and (d) a statement as to whether or not, in the opinion of each such person, such condition or covenant has been satisfied. In any case where several matters are required to be certified bycomplied with; provided, however, that an Opinion of Counsel may rely on an Officers’ Certificate or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion certificates of public officials with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documentsof fact. Any certificate certificate, statement or opinion of an Officer with respect to any Person of the Issuers or the Company, as applicable, may be based, insofar as it relates to legal matters, upon a certificate or opinion of, of or representations by, by counsel, unless such Officer knows, or in the exercise of reasonable care should know, knows that the certificate or opinion or representations with respect to the matters upon which his certificate such certificate, statement or opinion is may be based as aforesaid are erroneous, or in the exercise of reasonable care should know that the same are erroneous. Any such certificate certificate, statement or Opinion of Counsel may be based, insofar as it relates to factual matters on information with respect to which is in the possession of the Issuers, or the Company, as applicable, upon the certificate, statement or opinion ofof or representations by an officer or officers of the Issuers, or representation bythe Company, as applicable, unless such counsel knows that the certificate, statement or opinion or representations with respect to the matters upon which such certificate, statement or opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should know that the same are erroneous. Any certificate, statement or opinion of an Officer of the Issuers or the Company, as applicable, or of counsel may be based, insofar as it relates to factual accounting matters, upon certificates of public officials or upon a certificate or opinion of, of or representations byby an accountant or firm of accountants in the employ of the Issuers or the Company, an as applicable, unless such Officer or Officers with respect to any Person stating that counsel, as the information with respect to such factual matters is in the possession of such Person (orcase may be, if such Person is a limited partnership, such Person’s general partner) unless such counsel knows, or in the exercise of reasonable care should know, knows that the certificate or opinion or representations with respect to the accounting matters upon which such matters certificate, statement or opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should know that the same are erroneous. Where Any certificate or opinion of any Person independent firm of public accountants filed with and directed to the Trustee shall contain a statement that such firm is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrumentindependent.

Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture must (other than a certificate provided pursuant to TIA Section 314 (a)(4)) shall include: (a1) a statement that the person making such certificate or opinion has read such covenant or condition; (b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (c3) a statement that, in the opinion of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfiedcomplied with; and (d4) a statement as to whether or not, in the opinion of such person, such condition or covenant has been satisfied. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documentscomplied with. Any certificate or opinion of an Officer with respect to any Person Officers' Certificate may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counselan Opinion of Counsel, unless such Officer knows, or in the exercise of reasonable care should know, knows that the certificate or opinion or representations with respect to the matters upon which his or her certificate or opinion may be based as aforesaid is based are erroneous. Any such certificate or opinion of, or representation by, counsel Opinion of Counsel may be based, insofar as it relates to factual matters, upon certificates certificates, statements or opinions of, or representations by an officer or officers of public officials the Company, or other persons or firms deemed appropriate by such counsel, unless such counsel knows that the certificates, statements or opinions or representations with respect to the matters upon which his or her certificate, statement or opinion may be based as aforesaid are erroneous. Any Officers' Certificate, statement or Opinion of Counsel may be based, insofar as it relates to accounting matters, upon a certificate or opinion ofof or representation by an accountant (who may be an employee of the Company), or representations byfirm of accountants, an unless such Officer or Officers with respect to any Person stating that counsel, as the information with respect to such factual matters is in the possession of such Person (orcase may be, if such Person is a limited partnership, such Person’s general partner) unless such counsel knows, or in the exercise of reasonable care should know, knows that the certificate or opinion or representations representation with respect to such the accounting matters are upon which his certificate, statement or opinion may be based as aforesaid is erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Statements Required in Certificate or Opinion. (a) Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture must (other than a certificate provided pursuant to Trust Indenture Act Section 314(a)(4)) shall comply with the provisions of Trust Indenture Act Section 314(e) and shall include: (ai) a statement that the person making Person executing such certificate or opinion has read such covenant or condition; (bii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (ciii) a statement that, in the opinion of such personPerson executing such certificate or opinion, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfied; and (div) a statement as to whether or not, in the opinion of such personPerson executing such certificate or opinion, such condition or covenant has been satisfied. . (b) In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. . (c) Any certificate or opinion of an Officer with respect to any Person of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such Officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or opinion of, or representation by, counsel may be based, insofar as it relates to factual matters, upon certificates of public officials or upon a certificate or opinion of, or representations by, an Officer or Officers with respect to any Person of the Company stating that the information with respect to such factual matters is in the possession of such Person (orthe Company, if such Person is a limited partnership, such Person’s general partner) unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. . (d) Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Statements Required in Certificate or Opinion. Each certificate Officers' Certificate or opinion Opinion of Counsel with respect to compliance with or satisfaction of with a condition or covenant provided for in this Indenture must shall include: (a1) a statement that the person Person making such certificate or opinion has read such covenant or condition; (b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (c3) a statement that, in the opinion of such personPerson, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfiedsatisfied or complied with; and (d4) a statement as to whether or not, in the opinion of each such personPerson, such condition or covenant has been satisfied. In any case where several matters are required to be certified bysatisfied or complied with; provided, or covered by an opinion ofhowever, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one of fact an Opinion of Counsel may rely on an Officers' Certificate or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documentscertificates of public officials. Any certificate or opinion of an Officer with respect to any Person of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such Officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous, and provided that any such certificate or opinion names the Trustee as an addressee and is furnished to the Trustee at the time of delivery of such certificate or opinion. Any such certificate or opinion of, or representation by, counsel Opinion of Counsel may be based, insofar as it relates to factual matters, upon certificates of public officials or upon a certificate or opinion of, or representations by, an Officer officer or Officers with respect to any Person officers of the Company stating that the information with respect to such factual matters is in the possession of such Person (orthe Company, if such Person is a limited partnership, such Person’s general partner) unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. Where any Person is Opinions of Counsel required to make, give be delivered to the Trustee may have qualifications customary for opinions of the type required and counsel delivering such Opinions of Counsel may rely on certificates of the Company or execute two or more applications, requests, consents, certificates, statements, opinions government or other instruments under this Indentureofficials customary for opinions of the type required, they mayincluding certificates certifying as to matters of fact, but need not, be consolidated and form one instrumentincluding that various financial covenants have been complied with.

Statements Required in Certificate or Opinion. (a) Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture must or any Collateral Document, other than the Officers’ Certificate required by Section 4.06, shall include: (a1) a statement that the person Person making such certificate or opinion has read such covenant or condition; (b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (c3) a statement that, in the opinion of such personPerson, he or she has made such examination or investigation as is reasonably necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfiedcomplied with; and (d4) a statement as to whether or not, in the opinion of such personPerson, such condition or covenant has been satisfied. complied with. (b) In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. . (c) Any certificate or opinion of an Officer with respect to officer of any Person may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such Officer officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or opinion of, or representation by, counsel or any Opinion of Counsel may be based, insofar as it relates to factual matters, upon certificates of public officials or upon a certificate or opinion of, or representations by, an Officer officer or Officers with respect to any Person officers of the Company (including an Officers’ Certificate) stating that the information with respect to such factual matters is in the possession of such Person (or, if such Person is a limited partnership, such Person’s general partner) the Company unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. . (d) Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture must (other than a certificate provided pursuant to TIA § 314(a)(4)) shall comply with the provisions of TIA § 314(e) and shall include: (a) a statement that the person making such certificate or opinion has read such covenant condition or conditioncovenant; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (c) a statement that, in the opinion of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such condition or covenant or condition has been satisfied; and (d) a statement as to whether or not, in the opinion of such person, such condition or covenant has been satisfied. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an Officer with respect to officer of any Person may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such Officer officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or opinion of, or representation by, counsel may be based, insofar as it relates to factual matters, upon certificates of public officials or upon a certificate or opinion of, or representations by, an Officer officer or Officers with respect to officers of the Company or any Person Guarantor stating that the information with respect to such factual matters is in the possession of the Company or such Person (or, if such Person is a limited partnership, such Person’s general partner) Guarantor unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture must indenture shall include: (a) a statement that the each person making signing such certificate or opinion has read such covenant or conditioncondition and the definitions herein relating thereto; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements statement or opinions opinion contained in such certificate or opinion are is based; (c) a statement that, in the opinion of each such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfiedcomplied with; and (d) a statement as to whether or not, in the opinion of each such person, such condition or covenant has been satisfiedcomplied with; provided, however, that, with respect to matters of fact, an Opinion of Counsel may rely on an Officers' Certificate or certificates of public officials. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or 50 56 covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate certificate, statement or opinion of an Officer with respect to any Person officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, of or representations by, by counsel, unless such Officer knows, or in the exercise of reasonable care should know, officer knows that the certificate or opinion or representations with respect to the matters upon which his certificate certificate, statement or opinion is may be based as aforesaid are erroneous, or in the exercise o reasonable care should know that the same are erroneous. Any such certificate certificate, statement or opinion of, or representation by, of counsel may be based, insofar as it relates to factual matters, upon certificates of public officials matters or upon a certificate or opinion of, or representations by, an Officer or Officers with respect to any Person stating information that the information with respect to such factual matters is in the possession of such Person (orthe Company, if such Person is a limited partnershipupon the certificate, such Person’s general partner) statement or opinion of or representations by an officer or officers of the Company, unless such counsel knowsknows that the certificate, statement or opinion or representations with respect to the matters upon which his certificate, statement or opinion may be base as aforesaid are erroneous, or in the exercise of reasonable care should knowknow that the same are erroneous. Any certificate, statement or opinion of an officer of the Company or of counsel may be based, insofar as it relates to accounting matters, upon a certificate or opinion of or representations by an accountant or firm of accountants unless such officer or counsel, as the case may be, knows that the certificate or opinion or representations with respect to such the accounting matters upon which his certificate, statement or opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should know that the same are erroneous. Any certificate or opinion of any independent firm of public accountants filed with the Trustee shall contain a statement that such firm is independent. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Statements Required in Certificate or Opinion. Each certificate or opinion provided for and delivered to the Trustee with respect to compliance with a condition or covenant provided for in this Indenture must shall include: : (a) a statement that the person making Person signing such certificate or opinion has read such condition or covenant and the definitions herein or condition; therein relating thereto; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; ; (c) a statement that, in the opinion of such personPerson, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such condition or covenant or condition has been satisfiedcomplied with; and and (d) a statement as to whether or not, not in the opinion of such personPerson, such condition or covenant has been satisfiedcomplied with. Any certificate or opinion of an Officer or an engineer, insurance broker, accountant or other expert may be based, insofar as it relates to legal matters, upon a certificate or opinion of or upon representations by counsel, unless such officer, engineer, insurance broker, accountant or other expert knows that the certificate or opinion or representations with respect to the matters upon which his opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should have known that the same were erroneous. Any certificate or Opinion of Counsel may be based, insofar as it relates to factual matters, upon the certificate or opinion of or representations by an officer or officers of the Company stating that the information with respect to such factual matters is in possession of the Company, unless such counsel knows that the certificate or opinion or representations with respect to the matters upon which his opinion may be based as aforesaid are erroneous and insofar as it relates to legal matters in a jurisdiction or area of law beyond the expertise of such counsel, such counsel may rely upon the opinion of counsel qualified in such other jurisdiction or area of law. Wherever in this Indenture in connection with any application, certificate or report to the Trustee it is provided that the Company shall deliver any document as a condition of the granting of such application or as evidence of the Company's compliance with any term hereof, it is intended that the truth and accuracy at the time of the granting of such application or at the effective date of such certificate or report, as the case may be, of the facts and opinions stated in such document shall in each such case be a condition precedent to the right of the Company to have such application granted or to the sufficiency of such certificate or report. Nevertheless, in the case of any such application, certificate or report, any document required by any provision of this Indenture to be delivered to the Trustee as a condition of the granting of such application or as evidence of such compliance may be received by the Trustee as conclusive evidence of any statement therein contained and shall be full warrant, authority and protection to the Trustee acting on the faith thereof. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an Officer with respect to any Person may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such Officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or opinion of, or representation by, counsel may be based, insofar as it relates to factual matters, upon certificates of public officials or upon a certificate or opinion of, or representations by, an Officer or Officers with respect to any Person stating that the information with respect to such factual matters is in the possession of such Person (or, if such Person is a limited partnership, such Person’s general partner) unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. Where Whenever any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, statements or opinions or other instruments under this Indenture, they Indenture such Person may, but need not, be consolidated and form one instrumentconsolidate such instruments into one.

Statements Required in Certificate or Opinion. Each ---------------------------------------------- certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture must (other than a certificate provided pursuant to TIA Section 314(a)(4)) shall comply with the provisions of TIA Section 314(e) and shall include: (a) a statement that the person Person making such certificate or opinion has read such covenant or condition; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (c) a statement that, in the opinion of such personPerson, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfied; and (d) a statement as to whether or not, in the opinion of such personPerson, such condition or covenant has been satisfied. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an Officer with respect to any Person of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such Officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous, and provided that any such certificate or opinion names the Trustee as an addressee and is furnished to the Trustee at the time of delivery of such certificate or opinion. Any such certificate or opinion of, or representation by, counsel Opinion of Counsel may be based, insofar as it relates to factual matters, upon certificates of public officials or upon a certificate or opinion of, or representations by, an Officer officer or Officers with respect to any Person officers of the Company stating that the information with respect to such factual matters is in the possession of such Person (orthe Company, if such Person is a limited partnership, such Person’s general partner) unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. Where any Person is Opinions of Counsel required to make, give be delivered to the Trustee may have qualifications customary for opinions of the type required and counsel delivering such Opinions of Counsel may rely on certificates of the Company or execute two or more applications, requests, consents, certificates, statements, opinions government or other instruments under this Indentureofficials customary for opinions of the type required, they mayincluding certificates certifying as to matters of fact, but need not, be consolidated and form one instrumentincluding that various financial covenants have been complied with.

Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a covenant or condition or covenant provided for in this Indenture must shall include: (a1) a statement that the person individual making such certificate or opinion has read such covenant or condition; (b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (c3) a statement that, in the opinion of such personindividual, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfiedcomplied with; and (d4) a statement as to whether or not, in the opinion of such personindividual, such covenant or condition or covenant has been satisfiedcomplied with. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an Officer with respect to of the Company or any Person Guarantor may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such Officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or opinion of, or representation by, counsel may be based, insofar as it relates to factual matters, upon certificates of public officials or upon a certificate or opinion of, or representations by, an Officer officer or Officers with respect to officers of the Company or any Person Guarantor stating that the information with respect to such factual matters is in the possession of the Company or such Person (or, if such Person is a limited partnership, such Person’s general partner) Guarantor unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Statements Required in Certificate or Opinion. (a) Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture must (other than a certificate provided pursuant to TIA xx.xx. 314(a)(4)) will include: (ai) a statement that the person Person making such certificate or opinion has read such covenant condition or conditioncovenant; (bii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (ciii) a statement that, in the opinion of such personPerson, he or she such Person has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such condition or covenant or condition has been satisfiedcomplied with; and (div) a statement as to whether or not, in the opinion of such person, such condition or covenant has been satisfied. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. complied with. (b) Any certificate or opinion of an Officer with respect to any Person Officers' Certificate may be based, insofar as it relates to legal matters, upon a certificate or an opinion of, or representations by, counselof Counsel, unless such Officer knowsknows that the opinion with respect to the matters upon which his certificate may be based as aforesaid is erroneous, or in the exercise of reasonable care should know, know that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion same is based are erroneous. Any such certificate or opinion of, or representation by, counsel Opinion of Counsel may be based, insofar as it relates to factual matters, upon certificates of public officials or upon a certificate the certificate, statement or opinion ofof or representations by an officer or officers of the Company or any Subsidiary Guarantor, as the case may be, or representations byother persons or firms deemed appropriate by such counsel, an Officer or Officers with respect to any Person stating that the information with respect to such factual matters is in the possession of such Person (or, if such Person is a limited partnership, such Person’s general partner) unless such counsel knows, or in the exercise of reasonable care should know, knows that the certificate certificate, statement or opinion or representations with respect to such the matters upon which his certificate, statement or opinion may be based as aforesaid are erroneous. Where any Person . (c) Any Officers' Certificate, statement or Opinion of Counsel may be based, insofar as it relates to accounting matters, upon a certificate or opinion of or representation by an accountant (who may be an employee of the Company), or firm of accountants, unless such Officer or counsel, as the case may be, knows that the certificate or opinion or representation with respect to the accounting matters upon which his certificate, statement or opinion may be based as aforesaid is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrumenterroneous.

Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a covenant or condition or covenant provided for in this Indenture must shall include: (a1) a statement that the person individual making such certificate or opinion has read such covenant or condition; (b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (c3) a statement that, in the opinion of such personindividual, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfiedcomplied with; and (d4) a statement as to whether or not, in the opinion of such personindividual, such covenant or condition or covenant has been satisfiedcomplied with. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an Officer with respect to officer of any Person Note Party may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such Officer officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to ​ ​ the matters upon which his certificate or opinion is based are erroneous. Any such certificate or opinion of, or representation by, counsel may be based, insofar as it relates to factual matters, upon certificates of public officials or upon a certificate or opinion of, or representations by, an Officer officer or Officers with respect to officers of any Person Note Party stating that the information with respect to such factual matters is in the possession of such Person (or, if such Person is a limited partnership, such Person’s general partner) Note Party unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture must shall include: (a) : A STATEMENT THAT THE PERSON MAKING SUCH CERTIFICATE OR OPINION HAS READ SUCH COVENANT OR CONDITION; A BRIEF STATEMENT AS TO THE NATURE AND SCOPE OF THE EXAMINATION OR INVESTIGATION UPON WHICH THE STATEMENTS OR OPINIONS CONTAINED IN SUCH CERTIFICATE OR OPINION ARE BASED; A STATEMENT THAT, IN THE OPINION OF SUCH PERSON, HE HAS MADE SUCH EXAMINATION OR INVESTIGATION AS IS NECESSARY TO ENABLE HIM TO EXPRESS AN INFORMED OPINION AS TO WHETHER OR NOT SUCH COVENANT OR CONDITION HAS BEEN COMPLIED WITH; AND A STATEMENT AS TO WHETHER OR NOT, IN THE OPINION OF SUCH PERSON, SUCH CONDITION OR COVENANT HAS BEEN COMPLIED WITH. WHEN SECURITIES DISREGARDED. In determining whether the Owners of the required principal amount of Securities have concurred in any direction, waiver or consent, Securities owned by the Corporation or by a statement person, directly or indirectly controlling or controlled by or under direct or indirect common control with the Corporation shall be disregarded, except that for the person making purposes of determining whether the Trustee shall be protected in relying on any such certificate direction, waiver or opinion has read such covenant or condition; (b) a brief statement as consent, only Securities which the Trustee knows are so owned shall be so disregarded. Furthermore, subject to the nature and scope of foregoing only, Securities outstanding at the examination or investigation upon which the statements or opinions contained time shall be considered in such certificate or opinion are based; (c) a statement that, in the opinion of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfied; and (d) a statement as to whether or not, in the opinion of such person, such condition or covenant has been satisfied. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an Officer with respect to any Person may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such Officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or opinion of, or representation by, counsel may be based, insofar as it relates to factual matters, upon certificates of public officials or upon a certificate or opinion of, or representations by, an Officer or Officers with respect to any Person stating that the information with respect to such factual matters is in the possession of such Person (or, if such Person is a limited partnership, such Person’s general partner) unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrumentdetermination.

Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture must (other than a certificate provided pursuant to TIA Section 314(a)(4)) shall include: (a1) a statement that the person making such certificate or opinion has read such covenant or condition; (b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (c3) a statement that, in the opinion of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfiedcomplied with; and (d4) a statement as to whether or not, in the opinion of such person, such condition or covenant has been satisfied. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documentscomplied with. Any certificate or opinion of an Officer with respect to any Person Officers' Certificate may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counselan Opinion of Counsel, unless such Officer knows, or in the exercise of reasonable care should know, knows that the certificate or opinion or representations with respect to the matters upon which his or her certificate or opinion may be based as aforesaid is based are erroneous. Any such certificate or opinion of, or representation by, counsel Opinion of Counsel may be based, insofar as it relates to factual matters, upon certificates certificates, statements or opinions of, or representations by an officer or officers of public officials the Company, or other persons or firms deemed appropriate by such counsel, unless such counsel knows that the certificates, statements or opinions or representations with respect to the matters upon which his or her certificate, statement or opinion may be based as aforesaid are erroneous. Any Officers' Certificate, statement or Opinion of Counsel may be based, insofar as it relates to accounting matters, upon a certificate or opinion ofof or representation by an accountant (who may be an employee of the Company), or representations byfirm of accountants, an unless such Officer or Officers with respect to any Person stating that counsel, as the information with respect to such factual matters is in the possession of such Person (orcase may be, if such Person is a limited partnership, such Person’s general partner) unless such counsel knows, or in the exercise of reasonable care should know, knows that the certificate or opinion or representations representation with respect to such the accounting matters are upon which his certificate, statement or opinion may be based as aforesaid is erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Statements Required in Certificate or Opinion. Each --------------------------------------------- certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture must (other than a certificate provided pursuant to TIA Section 314 (a)(4)) shall include: (a1) a statement that the person making such certificate or opinion has read such covenant or condition; (b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (c3) a statement that, in the opinion of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfiedcomplied with; and (d4) a statement as to whether or not, in the opinion of such person, such condition or covenant has been satisfied. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documentscomplied with. Any certificate or opinion of an Officer with respect to any Person Officers' Certificate may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counselan Opinion of Counsel, unless such Officer knows, or in the exercise of reasonable care should know, knows that the certificate or opinion or representations with respect to the matters upon which his or her certificate or opinion may be based as aforesaid is based are erroneous. Any such certificate or opinion of, or representation by, counsel Opinion of Counsel may be based, insofar as it relates to factual matters, upon certificates certificates, statements or opinions of, or representations by an officer or officers of public officials the Company, or other persons or firms deemed appropriate by such counsel, unless such counsel knows that the certificates, statements or opinions or representations with respect to the matters upon which his or her certificate, statement or opinion may be based as aforesaid are erroneous. Any Officers' Certificate, statement or Opinion of Counsel may be based, insofar as it relates to accounting matters, upon a certificate or opinion ofof or representation by an accountant (who may be an employee of the Company), or representations byfirm of accountants, an unless such Officer or Officers with respect to any Person stating that counsel, as the information with respect to such factual matters is in the possession of such Person (orcase may be, if such Person is a limited partnership, such Person’s general partner) unless such counsel knows, or in the exercise of reasonable care should know, knows that the certificate or opinion or representations representation with respect to such the accounting matters are upon which his certificate, statement or opinion may be based as aforesaid is erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture must include(other than any certificate required by Section 4.04) shall include substantially: (a) a statement that the person Person making such certificate or opinion has read and understands such covenant or condition;condition; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;based; (c) a statement that, in the opinion of such personPerson, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfied; satisfied; and (d) a statement as to whether or not, in the opinion of such personPerson, such condition or covenant has been satisfied. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such one Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an Officer with respect to any Person of the Issuer may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such Officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his or her certificate or opinion is based are erroneous. Any such certificate or opinion of, or representation by, counsel Opinion of Counsel may be based, insofar as it relates to factual matters, upon certificates of public officials or upon a certificate or opinion of, or representations by, an Officer or Officers with respect to any Person of the Issuer stating that the information with respect to such factual matters is in the possession of such Person (orthe Issuer, if such Person is a limited partnership, such Person’s general partner) unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture must include(other than any certificate required by Section 4.4 or Section 10.8 hereof) shall include substantially: (a) a statement that the person Person making such certificate or opinion has read and understands such covenant or condition; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (c) a statement that, in the opinion of such personPerson, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfied; and (d) a statement as to whether or not, in the opinion of such personPerson, such condition or covenant has been satisfied. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such one Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an Officer with respect to any Person of the Issuers may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such Officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his or her certificate or opinion is based are erroneous. Any such certificate or opinion of, or representation by, counsel Opinion of Counsel may be based, insofar as it relates to factual matters, upon certificates of public officials or upon a certificate or opinion of, or representations by, an Officer or Officers with respect to any Person of the Issuers stating that the information with respect to such factual matters is in the possession of such Person (orthe Issuers, if such Person is a limited partnership, such Person’s general partner) unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture must shall include: (ai) a statement that the each person making signing such certificate or opinion has read such covenant or conditioncondition and the definitions herein relating thereto; (bii) a brief statement as to the nature and scope of the examination or investigation upon which the statements statement or opinions opinion contained in such certificate or opinion are is based; (ciii) a statement that, in the opinion of each such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfiedcomplied with; and (div) a statement as to whether or not, in the opinion of each such person, such condition or covenant has been satisfiedcomplied with; provided, however, that, with respect to matters of fact, an Opinion of Counsel may rely on an Officers' Certificate or certificates of public officials. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate certificate, statement or opinion of an Officer with respect to any Person officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, of or representations by, by counsel, unless such Officer knows, or in the exercise of reasonable care should know, officer knows that the certificate or opinion or representations with respect to the matters upon which his certificate certificate, statement or opinion is may be based as aforesaid are erroneous, or in the exercise of reasonable care should know that the same are erroneous. Any such certificate certificate, statement or opinion of, or representation by, of counsel may be based, insofar as it relates to factual matters, upon certificates of public officials matters or upon a certificate or opinion of, or representations by, an Officer or Officers with respect to any Person stating information that the information with respect to such factual matters is in the possession of such Person (orthe Company, if such Person is a limited partnershipupon the certificate, such Person’s general partner) statement or opinion of or representations by an officer or officers of the Company, unless such counsel knowsknows that the certificate, statement or opinion of representations with respect to the matters upon which his certificate, statement or opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should knowknow that the same are erroneous. Any certificate, statement or opinion of an officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of or representations by an accountant or firm of accountants unless such officer or counsel, as the case may be, knows that the certificate or opinion or representations with respect to such the accounting matters upon which his certificate, statement or opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should know that the same are erroneous. Any certificate or opinion of any independent firm of public accountants filed with the Trustee shall contain a statement that such firm is independent. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture must except in the case of the original issuance of the Convertible Notes hereunder (other than a certificate provided pursuant to TIA Section 314(a)(4)) shall include: (a1) a statement that the person making such certificate or opinion has read such covenant or condition; (b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (c3) a statement that, in the opinion of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfiedcomplied with; and (d4) a statement as to whether or not, in the opinion of such person, such condition or covenant has been satisfiedcomplied with. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. 51 Any certificate or opinion of an Officer with respect to any Person Officers' Certificate may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counselan Opinion of Counsel, unless such Officer knows, or in the exercise of reasonable care should know, knows that the certificate or opinion or representations with respect to the matters upon which his or her certificate or opinion may be based as aforesaid is based are erroneous. Any such certificate or opinion of, or representation by, counsel Opinion of Counsel may be based, insofar as it relates to factual matters, upon certificates certificates, statements or opinions of, or representations by an officer or officers of public officials the Company, or other persons or firms deemed appropriate by such counsel, unless such counsel knows that the certificates, statements or opinions or representations with respect to the matters upon which his or her opinion may be based as aforesaid are erroneous. Any Officers' Certificate, statement or Opinion of Counsel may be based, insofar as it relates to accounting matters, upon a certificate or opinion ofof or representation by an accountant (who may be an employee of the Company), or representations byfirm of accountants, an unless such Officer or Officers with respect to any Person stating that counsel, as the information with respect to such factual matters is in the possession of such Person (orcase may be, if such Person is a limited partnership, such Person’s general partner) unless such counsel knows, or in the exercise of reasonable care should know, knows that the certificate or opinion or representations representation with respect to such the accounting matters are upon which his or her certificate, statement or opinion may be based as aforesaid is erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture must (other than a certificate provided pursuant to TIA § 314(a)(4)) shall include: (a) a statement that the person Person making such certificate or opinion has read such covenant or condition; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (c) a statement that, in the opinion of such personPerson, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfiedcomplied with; and (d) a statement as to whether or not, in the opinion of such personPerson, such condition or covenant has been satisfied. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documentscomplied with. Any certificate or opinion of an Officer with respect to any Person Officer’s Certificate may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counselan Opinion of Counsel, unless such Officer knows, or in the exercise of reasonable care should know, knows that the certificate or opinion or representations with respect to the matters upon which his or her certificate or opinion may be based as aforesaid is based are erroneous. Any such certificate or opinion of, or representation by, counsel Opinion of Counsel may be based, insofar as it relates to factual matters, upon certificates certificates, statements or opinions of, or representations by an officer or officers of public officials the Company, or other Persons deemed appropriate by such counsel, unless such counsel knows that the certificates, statements or opinions or representations with respect to the matters upon which his or her opinion may be based as aforesaid are erroneous. Any Officer’s Certificate or Opinion of Counsel may be based, insofar as it relates to accounting matters, upon a certificate or opinion ofof or representation by an accountant (who may be an employee of the Company), or representations byfirm of accountants, an unless such Officer or Officers with respect to any Person stating that counsel, as the information with respect to such factual matters is in the possession of such Person (orcase may be, if such Person is a limited partnership, such Person’s general partner) unless such counsel knows, or in the exercise of reasonable care should know, knows that the certificate or opinion or representations representation with respect to such the accounting matters are upon which his or her certificate or opinion may be based as aforesaid is erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture must and shall include: (a) a statement that the person Person making such certificate or opinion has read such covenant or condition; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (c) a statement that, in the opinion of such personPerson, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfiedcomplied with; and (d) a statement as to whether or not, in the opinion of such personPerson, such condition or covenant has been satisfiedcomplied with. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an Officer with respect to officer of any Person may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such Officer officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or opinion of, or representation by, counsel or any Opinion of Counsel may be based, insofar as it relates to factual matters, upon certificates of public officials or upon a certificate or opinion of, or representations by, an Officer officer or Officers with respect to officers of the Company or any Person Guarantor (including an Officer’s Certificate) stating that the information with respect to such factual matters is in the possession of the Company or such Person (or, if such Person is a limited partnership, such Person’s general partner) Guarantor unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Statements Required in Certificate or Opinion. Each certificate Officers' Certificate or opinion Opinion of Counsel with respect to compliance with or satisfaction of with a condition or covenant provided for in this Indenture must shall include: (a1) a statement that the person Person making such certificate or opinion has read such covenant or condition; (b2) a brief statement as to the nature and scope of the examination exami- nation or investigation upon which the statements or opinions contained in such certificate or opinion are based; (c3) a statement that, in the opinion of such personPerson, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfiedsatisfied or complied with; and (d4) a statement as to whether or not, in the opinion of each such personPerson, such condition or covenant has been satisfied. In any case where several matters are required to be certified bysatisfied or complied with; provided, or covered by an opinion ofhowever, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one of fact an -------- ------- Opinion of Counsel may rely on an Officers' Certificate or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documentscertificates of public officials. Any certificate or opinion of an Officer with respect to any Person of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such Officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous, and provided that any such certificate or opinion names the Trustee as an addressee and is furnished to the Trustee at the time of delivery of such certificate or opinion. Any such certificate or opinion of, or representation by, counsel Opinion of Counsel may be based, insofar as it relates to factual matters, upon certificates of public officials or upon a certificate or opinion of, or representations by, an Officer officer or Officers with respect to any Person officers of the Company stating that the information with respect to such factual matters is in the possession of such Person (orthe Company, if such Person is a limited partnership, such Person’s general partner) unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. Where any Person is Opinions of Counsel required to make, give be delivered to the Trustee may have qualifications customary for opinions of the type required and counsel delivering such Opinions of Counsel may rely on certificates of the Company or execute two or more applications, requests, consents, certificates, statements, opinions government or other instruments under this Indentureofficials customary for opinions of the type required, they mayincluding certificates certifying as to matters of fact, but need not, be consolidated and form one instrumentincluding that various financial covenants have been complied with.

Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture must (other than a certificate provided pursuant to TIA ss. 314(a)(4)) shall comply with the provisions of TIA ss. 314(e) and shall include: (a) a statement that the person Person making such certificate or opinion has read such covenant or condition; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (c) a statement that, in the opinion of such personPerson, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfiedsatisfied or waived; and (d) a statement as to whether or not, in the opinion of such personPerson, such condition or covenant has been satisfiedsatisfied or waived. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an Officer with respect to any Person of the Company may be based, based insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such Officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion or representations is based are erroneous. Any such certificate or opinion of, or representation by, of counsel may be based, insofar as it relates to factual matters, upon certificates of public officials or upon a certificate or opinion of, or representations by, an Officer officer or Officers with respect to any Person officers of the Company stating that the information with respect to such factual matters is in the possession of such Person (orthe Company, if such Person is a limited partnership, such Person’s general partner) unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Statements Required in Certificate or Opinion. (a) Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture must (other than a certificate provided pursuant to TIA Section 314(a)(4)) shall comply with the provisions of TIA Section 314(e) and shall include: (ai) a statement that the person Person making such certificate or opinion has read such covenant or condition; (bii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (ciii) a statement that, in the opinion of such personPerson, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfied; and (div) a statement as to whether or not, in the opinion of such personPerson, such condition or covenant has been satisfied. . (b) In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. . (c) Any certificate or opinion of an Officer with respect to officer of any Person may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such Officer officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or opinion of, or representation by, counsel or any Opinion of Counsel may be based, insofar as it relates to factual matters, upon certificates of public officials or upon a certificate or opinion of, or representations by, an Officer officer or Officers with respect to officers of the Company or any Person Guarantor (including an Officers’ Certificate) stating that the information with respect to such factual matters is in the possession of the Company or such Person (or, if such Person is a limited partnership, such Person’s general partner) Guarantor unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. . (d) Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture must shall include: (a) a statement that the person Person making such certificate or opinion has read such covenant or condition; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (c) a statement that, in the opinion of such personPerson, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfiedcomplied with; and (d) a statement as to whether or not, in the opinion of such personPerson, such condition or covenant has been satisfiedcomplied with. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an Officer with respect to officer of any Person may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such Officer officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or opinion of, or representation by, counsel or any Opinion of Counsel may be based, insofar as it relates to factual matters, upon certificates of public officials or upon a certificate or opinion of, or representations by, an Officer officer or Officers with respect to officers of the Issuer or any Person Guarantor (including an Officers’ Certificate) stating that the information with respect to such factual matters is in the possession of the Issuer or such Person (or, if such Person is a limited partnership, such Person’s general partner) Guarantor unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Statements Required in Certificate or Opinion. (a) Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture must shall include: (ai) a statement that the person making Person executing such certificate or opinion has read such covenant or condition; (bii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (ciii) a statement that, in the opinion of such personPerson executing such certificate or opinion, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfied; and (div) a statement as to whether or not, in the opinion of such personPerson executing such certificate or opinion, such condition or covenant has been satisfied. . (b) In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. . (c) Any certificate or opinion of an Officer with respect to any Person of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such Officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or opinion of, or representation by, counsel may be based, insofar as it relates to factual matters, upon certificates of public officials or upon a certificate or opinion of, or representations by, an Officer or Officers with respect to any Person of the Company stating that the information with respect to such factual matters is in the possession of such Person (orthe Company, if such Person is a limited partnership, such Person’s general partner) unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. . (d) Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Statements Required in Certificate or Opinion. Each ---------------------------------------------- certificate or opinion with respect to compliance with a covenant or condition or covenant provided for in this Indenture must shall include: (a1) a statement that the person individual making such certificate or opinion has read such covenant or condition; (b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (c3) a statement that, in the opinion of such personindividual, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfiedcomplied with; and (d4) a statement as to whether or not, in the opinion of such personindividual, such covenant or condition or covenant has been satisfied. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documentscomplied with. Any certificate or opinion of an Officer with respect to any Person of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such Officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous, and provided that any such certificate or opinion names the Trustee as an addressee and is furnished to the Trustee at the time of delivery of such certificate or opinion. Any such certificate or opinion of, or representation by, counsel Opinion of Counsel may be based, insofar as it relates to factual matters, upon certificates of public officials or upon a certificate or opinion of, or representations by, an Officer officer 95 or Officers with respect to any Person officers of the Company stating that the information with respect to such factual matters is in the possession of such Person (orthe Company, if such Person is a limited partnership, such Person’s general partner) unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. Where any Person is Opinions of Counsel required to make, give be delivered to the Trustee may have qualifications customary for opinions of the type required and counsel delivering such Opinions of Counsel may rely on certificates of the Company or execute two or more applications, requests, consents, certificates, statements, opinions government or other instruments under this Indentureofficials customary for opinions of the type required, they mayincluding certificates certifying as to matters of fact, but need not, be consolidated and form one instrumentincluding that various financial covenants have been complied with.

Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture must shall include: (a) : a statement that the person Person making such certificate or opinion has read such covenant or condition; (b) ; a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (c) ; a statement that, in the opinion of such personPerson, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfiedfully complied with; and (d) and a statement as to whether or not, in the opinion of each such personPerson, such condition or covenant has been satisfied. In any case where several matters are required to be certified byfully complied with; provided, or covered by an opinion ofhowever, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one of fact an Opinion of Counsel may rely on an Officers' Certificate or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documentscertificates of public officials. Any certificate certificate, statement or opinion of an Officer with respect to any Person officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, of or representations by, by counsel, unless such Officer knows, or in the exercise of reasonable care should know, officer knows that the certificate or opinion or representations with respect to the matters upon which his certificate certificate, statement or opinion is may be based as aforesaid are erroneous, or in the exercise of reasonable care should know that the same are erroneous. Any such certificate certificate, statement or opinion of, or representation by, of counsel may be based, insofar as it relates to factual matters and information which is in the possession of the Company, upon the certificate, statement or opinion of or representations by an officer or officers of the Company, unless such counsel knows that the certificate, statement or opinion or representations with respect to the matters upon which his certificate, statement or opinion may be based as aforesaid are erroneous. Any certificate, statement or opinion of an officer of the Company or of counsel may be based, insofar as it relates to accounting matters, upon certificates of public officials or upon a certificate or opinion of, of or representations by, by an Officer accountant or Officers with respect to any Person stating that the information with respect to such factual matters is firm of accountants in the possession employ of such Person (or, if such Person is a limited partnership, such Person’s general partner) the Company unless such counsel knowsofficer or counsel, or in as the exercise of reasonable care should knowcase may be, knows that the certificate or opinion or representations with respect to such the accounting matters upon which his certificate, statement or opinion may be based as aforesaid are erroneous. Where Any certificate or opinion of any Person independent firm of public accountants filed with the Trustee shall contain a statement that such firm is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrumentindependent.

Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture must (other than a certificate provided pursuant to TIA Section 314(a)(4)) shall comply with the provisions of TIA Section 314(e) and shall include: (a) a statement that the person Person making such certificate or opinion has read such covenant or condition; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (c) a statement that, in the opinion of such personPerson, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfiedsatisfied or waived; and (d) a statement as to whether or not, in the opinion of such personPerson, such condition or covenant has been satisfiedsatisfied or waived. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an Officer with respect to any Person of the Company may be based, based insofar as it relates to legal Legal matters, upon a certificate or opinion of, or representations by, counsel, unless such Officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion or representations is based are erroneous. Any such certificate or opinion of, or representation by, of counsel may be based, insofar as it relates to factual matters, upon certificates of public officials or upon a certificate or opinion of, or representations by, an Officer officer or Officers with respect to any Person officers of the Company stating that the information with respect to such factual matters is in the possession of such Person (orthe Company, if such Person is a limited partnership, such Person’s general partner) unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to TIA § 314(a)(4)) must comply with the provisions of TIA § 314(e) and must include: (a1) a statement that the person Person making such certificate or opinion has read such covenant or condition; (b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (c3) a statement that, in the opinion of such personPerson, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfied; and (d4) a statement as to whether or not, in the opinion of such personPerson, such condition or covenant has been satisfied. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an Officer with respect to any Person may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such Officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or opinion of, or representation by, counsel may be based, insofar as it relates to factual matters, upon certificates of public officials or upon a certificate or opinion of, or representations by, an Officer or Officers with respect to any Person stating that the information with respect to such factual matters is in the possession of such Person (or, if such Person is a limited partnership, such Person’s general partner) unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Statements Required in Certificate or Opinion. (a) Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture must (other than a certificate provided pursuant to TIA Section 314(a)(4)) will include: (ai) a statement that the person Person making such certificate or opinion has read such covenant condition or conditioncovenant; (bii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (ciii) a statement that, in the opinion of such personPerson, he or she such Person has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such condition or covenant or condition has been satisfiedcomplied with; and (div) a statement as to whether or not, in the opinion of such person, such condition or covenant has been satisfied. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. complied with. (b) Any certificate or opinion of an Officer with respect to any Person Officers' Certificate may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counselan Opinion of Counsel, unless such Officer knowsknows that the opinion with respect to the matters upon which his certificate may be based as aforesaid is erroneous, or in the exercise of reasonable care should know, know that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based same are erroneous. Any such certificate or opinion of, or representation by, counsel Opinion of Counsel may be based, insofar as it relates to factual matters, upon certificates of public officials or upon a certificate the certificate, statement or opinion ofof or representations by an officer or officers of the Company, or representations byother Persons or firms deemed appropriate by such counsel, an Officer or Officers with respect to any Person stating that the information with respect to such factual matters is in the possession of such Person (or, if such Person is a limited partnership, such Person’s general partner) unless such counsel knows, or in the exercise of reasonable care should know, has actual knowledge that the certificate certificate, statement or opinion or representations with respect to such the matters upon which his certificate, statement or opinion may be based as aforesaid are erroneous. Where any Person is required . (c) Any Officers' Certificate, statement or Opinion of Counsel may be based, insofar as it relates to makeaccounting matters, give upon a certificate or execute two opinion of or more applicationsrepresentation by an accountant (who may be an employee of the Company), requestsor firm of accountants, consentsunless such Officer or counsel, certificatesas the case may be, statementshas actual knowledge that the certificate or opinion or representation with respect to the accounting matters upon which his certificate, opinions statement or other instruments under this Indenture, they may, but need not, opinion may be consolidated and form one instrumentbased as aforesaid are erroneous.

Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a covenant or condition or covenant provided for in this Indenture (other than a certificate provided pursuant to TIA § 314(a)(4)) must comply with the provisions of TIA § 314(e) and shall include: (a1) a statement that the person individual making such certificate or opinion has read such covenant or condition; (b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (c3) a statement that, in the opinion of such personindividual, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfiedcomplied with; and (d4) a statement as to whether or not, in the opinion of such personindividual, such covenant or condition or covenant has been satisfiedcomplied with. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, 0000-0000-0000 but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an Officer with respect to officer of any Person may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such Officer officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or opinion of, or representation by, counsel may be based, insofar as it relates to factual matters, upon certificates of public officials or upon a certificate or opinion of, or representations by, an Officer officer or Officers with respect to officers of the Company or any Person Guarantor stating that the information with respect to such factual matters is in the possession of the Company or such Person (or, if such Person is a limited partnership, such Person’s general partner) Guarantor unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture must (other than a certificate provided pursuant to TIA Section 314(a)(4)) shall include: (a1) a statement that the person making such certificate or opinion has read such covenant or condition; (b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (c3) a statement that, in the opinion of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfiedcomplied with; and (d4) a statement as to whether or not, in the opinion of such person, such condition or covenant has been satisfied. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documentscomplied with. Any certificate or opinion of an Officer with respect to any Person Officers' Certificate may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counselan Opinion of Counsel, unless such Officer knows, or in the exercise of reasonable care should know, knows that the certificate or opinion or representations with respect to the matters upon which his or her certificate or opinion may be based as aforesaid is based are erroneous. Any such certificate or opinion of, or representation by, counsel Opinion of Counsel may be based, insofar as it relates to factual matters, upon certificates of public officials certificates, statements or upon a certificate or opinion opinions of, or representations by, an Officer officer or Officers officers of the Company, or other Persons or firms deemed appropriate by such counsel, unless such counsel knows that the certificates, statements or opinions or representations with respect to any Person stating that the information with respect matters upon which his or her opinion may be based as aforesaid are erroneous. Any Officers' Certificate, statement or Opinion of Counsel may be based, insofar as it relates to such factual matters is in accounting matters, upon a certificate or opinion of or representation by an accountant (who may be an employee of the possession Company), or firm of such Person (oraccountants, if such Person is a limited partnership, such Person’s general partner) unless such counsel knowsOfficer or counsel, or in as the exercise of reasonable care should knowcase may be, knows that the certificate or opinion or representations representation with respect to such the accounting matters are upon which his or her certificate, statement or opinion may be based as aforesaid is erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a covenant or condition or covenant provided for in this Indenture must shall include: (a1) a statement that the person individual making such certificate or opinion has read such covenant or condition; (b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (c3) a statement that, in the opinion of such personindividual, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfiedcomplied with; and (d4) a statement as to whether or not, in the opinion of such personindividual, such covenant or condition or covenant has been satisfiedcomplied with. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an Officer with respect to officer of any Person Note Party may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such Officer officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or opinion ​ of, or representation by, counsel may be based, insofar as it relates to factual matters, upon certificates of public officials or upon a certificate or opinion of, or representations by, an Officer officer or Officers with respect to officers of any Person Note Party stating that the information with respect to such factual matters is in the possession of such Person (or, if such Person is a limited partnership, such Person’s general partner) Note Party unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture must or any Collateral Document, other than the Officers’ Certificate required by Section 4.06, shall include: (a) a statement that the person Person making such certificate or opinion has read such covenant or condition; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (c) a statement that, in the opinion of such personPerson, he or she has made such examination or investigation as is reasonably necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfiedcomplied with; and (d) a statement as to whether or not, in the opinion of such personPerson, such condition or covenant has been satisfiedcomplied with. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an Officer with respect to officer of any Person may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such Officer officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or opinion of, or representation by, counsel or any Opinion of Counsel may be based, insofar as it relates to factual matters, upon certificates of public officials or upon a certificate or opinion of, or representations by, an Officer officer or Officers with respect to officers of the Company or any Person Guarantor (including an Officers’ Certificate) stating that the information with respect to such factual matters is in the possession of the Company or such Person (or, if such Person is a limited partnership, such Person’s general partner) Guarantor unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture must (other than a certificate provided pursuant to TIA 'SS' 314(a)(4)) shall comply with the provisions of TIA 'SS' 314(e) and shall include: (a) a statement that the person Person making such certificate or opinion has read such covenant or condition; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (c) a statement that, in the opinion of such personPerson, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfiedsatisfied or waived; and (d) a statement as to whether or not, in the opinion of such personPerson, such condition or covenant has been satisfiedsatisfied or waived. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an Officer with respect to any Person of the Company may be based, based insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such Officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion or representations is based are erroneous. Any such certificate or opinion of, or representation by, of counsel may be based, insofar as it relates to factual matters, upon certificates of public officials or upon a certificate or opinion of, or representations by, an Officer officer or Officers with respect to any Person officers of the Company stating that the information with respect to such factual matters is in the possession of such Person (orthe Company, if such Person is a limited partnership, such Person’s general partner) unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Statements Required in Certificate or Opinion. (a) Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture must (other than a certificate provided pursuant to Section 4.04 and TIA Section 314(a)(4)) shall comply with the provisions of TIA Section 314(e) and shall include: (ai) a statement that the person Person making such certificate or opinion has read such covenant or condition; (bii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (ciii) a statement that, in the opinion of such personPerson, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfiedcomplied with; and (div) a statement as to whether or not, in the opinion of such personPerson, such condition or covenant has been satisfiedcomplied with. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an Officer with respect to officer of any Person may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such Officer officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or opinion of, or representation by, counsel or any Opinion of Counsel may be based, insofar as it relates to factual matters, upon certificates of public officials or upon a certificate or opinion of, or representations by, an Officer officer or Officers with respect to officers of either the Company or any Person Guarantor (including an Officers’ Certificate) stating that the information with respect to such factual matters is in the possession of the Company or such Person (or, if such Person is a limited partnership, such Person’s general partner) Guarantor unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture must (other than a certificate provided pursuant to TIA 'SS'314(a)(4)) shall comply with the provisions of TIA 'SS'314(e) and shall include: (a) a statement that the person Person making such certificate or opinion has read such covenant or condition; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (c) a statement that, in the opinion of such personPerson, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfiedsatisfied or waived; and (d) a statement as to whether or not, in the opinion of such personPerson, such condition or covenant has been satisfiedsatisfied or waived. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an Officer with respect to any Person of the Company may be based, based insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such Officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion or representations is based are erroneous. Any such certificate or opinion of, or representation by, of counsel may be based, insofar as it relates to factual matters, upon certificates of public officials or upon a certificate or opinion of, or representations by, an Officer officer or Officers with respect to any Person officers of the Company stating that the information with respect to such factual matters is in the possession of such Person (orthe Company, if such Person is a limited partnership, such Person’s general partner) unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture must (other than a certificate provided pursuant to TIA (S) 314(a)(4)) shall comply with the provisions of TIA (S) 314(e) and shall include: (a) a statement that the person Person making such certificate or opinion has read such covenant or condition; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (c) a statement that, in the opinion of such personPerson, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfiedsatisfied or waived; and (d) a statement as to whether or not, in the opinion of such personPerson, such condition or covenant has been satisfiedsatisfied or waived. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an Officer with respect to any Person of the Company may be based, based insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such Officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion or representations is based are erroneous. Any such certificate or opinion of, or representation by, of counsel may be based, insofar as it relates to factual matters, upon certificates of public officials or upon a certificate or opinion of, or representations by, an Officer officer or Officers with respect to any Person officers of the Company stating that the information with respect to such factual matters is in the possession of such Person (orthe Company, if such Person is a limited partnership, such Person’s general partner) unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture must shall include: (a) a statement that the person making such certificate or opinion has read such covenant condition or conditioncovenant; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (c) a statement that, in the opinion of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such condition or covenant or condition has been satisfied; and (d) a statement as to whether or not, in the opinion of such person, such condition or covenant has been satisfied. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an Officer with respect to any Person may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such Officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or opinion of, or representation by, counsel may be based, insofar as it relates to factual matters, upon certificates of public officials or upon a certificate or opinion of, or representations by, an Officer or Officers with respect to any Person stating that the information with respect to such factual matters is in the possession of such Person (or, if such Person is a limited partnership, such Person’s general partner) unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture must (other than a certificate provided pursuant to TIA Section 314(a)(4)) shall include: (a1) a statement that the person making such certificate or opinion has read such covenant or condition; (b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (c3) a statement that, in the opinion of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfiedcomplied with; and (d4) a statement as to whether or not, in the opinion of such person, such condition or covenant has been satisfied. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documentscomplied with. Any certificate or opinion of an Officer with respect to any Person Officers’ Certificate may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counselan Opinion of Counsel, unless such Officer knows, or in the exercise of reasonable care should know, knows that the certificate or opinion or representations with respect to the matters upon which his or her certificate or opinion may be based as aforesaid is based are erroneous. Any such certificate or opinion of, or representation by, counsel Opinion of Counsel may be based, insofar as it relates to factual matters, upon certificates of public officials certificates, statements or upon a certificate or opinion opinions of, or representations by, an Officer or Officers of the Company, or other Persons or firms deemed appropriate by such counsel, unless such counsel knows that the certificates, statements or opinions or representations with respect to any Person stating that the information with respect matters upon which his or her opinion may be based as aforesaid are erroneous. Any Officers’ Certificate, statement or Opinion of Counsel may be based, insofar as it relates to such factual matters is in accounting matters, upon a certificate or opinion of or representation by an accountant (who may be an employee of the possession Company), or firm of such Person (oraccountants, if such Person is a limited partnership, such Person’s general partner) unless such counsel knowsOfficer or counsel, or in as the exercise of reasonable care should knowcase may be, knows that the certificate or opinion or representations representation with respect to such the accounting matters are upon which his or her certificate, statement or opinion may be based as aforesaid is erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture must shall include: (ai) a statement that the each person making signing such certificate or opinion has read such covenant or conditioncondition and the definitions herein relating thereto; (bii) a brief statement as to the nature and scope of the examination or investigation upon which the statements statement or opinions opinion contained in such certificate or opinion are is based; (ciii) a statement that, in the opinion of each such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfiedcomplied with; and (div) a statement as to whether or not, in the opinion of each such person, such condition or covenant has been satisfiedcomplied with; provided, however, that, with respect to matters of fact, an Opinion of Counsel may rely on an Officers' Certificate or certificates of public officials. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate certificate, statement or opinion of an Officer with respect to any Person officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, of or representations by, by counsel, unless such Officer knows, or in the exercise of reasonable care should know, officer knows that the certificate or opinion or representations with respect to the matters upon which his certificate certificate, statement or opinion is may be based as aforesaid are erroneous, or in the exercise of reasonable care should know that the same are erroneous. Any such certificate certificate, statement or opinion of, or representation by, of counsel may be based, insofar as it relates to factual matters, upon certificates of public officials matters or upon a certificate or opinion of, or representations by, an Officer or Officers with respect to any Person stating information that the information with respect to such factual matters is in the possession of such Person (orthe Company, if such Person is a limited partnershipupon the certificate, such Person’s general partner) statement or opinion of or representations by an officer or officers of the Company, unless such counsel knowsknows that the certificate, statement or opinion or representations with respect to the matters upon which his certificate, statement or opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should knowknow that the same are erroneous. Any certificate, statement or opinion of an officer of the Company or of counsel may be based, insofar as it relates to accounting matters, upon a certificate or opinion of or representations by an accountant or firm of accountants unless such officer or counsel, as the case may be, knows that the certificate or opinion or representations with respect to such the accounting matters upon which his certificate, statement or opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should know that the same are erroneous. Any certificate or opinion of any independent firm of public accountants filed with the Trustee shall contain a statement that such firm is independent. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture must (other than a certificate provided pursuant to TIA Section 314(a)(4)) shall include: (a1) a statement that the person making such certificate or opinion has read such covenant or condition; (b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (c3) a statement that, in the opinion of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfiedcomplied with; and (d4) a statement as to whether or not, in the opinion of such person, such condition or covenant has been satisfied. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documentscomplied with. Any certificate or opinion of an Officer with respect to any Person Officers' Certificate may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counselan Opinion of Counsel, unless such Officer knows, or in the exercise of reasonable care should know, knows that the certificate or opinion or representations with respect to the matters upon which his or her certificate or opinion may be based as aforesaid is based are erroneous. Any such certificate or opinion of, or representation by, counsel Opinion of Counsel may be based, insofar as it relates to factual matters, upon certificates certificates, statements or opinions of, or representations by an officer or officers of public officials the Company, or other persons or firms deemed appropriate by such counsel, unless such counsel knows that the certificates, statements or opinions or representations with respect to the matters upon which his or her opinion may be based as aforesaid are erroneous. Any Officers' Certificate, statement or Opinion of Counsel may be based, insofar as it relates to accounting matters, upon a certificate or opinion ofof or representation by an accountant (who may be an employee of the Company,) or firm of accountants, or representations by, an unless such Officer or Officers with respect to any Person stating that counsel, as the information with respect to such factual matters is in the possession of such Person (orcase may be, if such Person is a limited partnership, such Person’s general partner) unless such counsel knows, or in the exercise of reasonable care should know, knows that the certificate or opinion or representations representation with respect to such the accounting matters are upon which his or her certificate, statement or opinion may be based as aforesaid is erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Statements Required in Certificate or Opinion. (a) Each certificate Officers' Certificate or opinion Opinion of Counsel with respect to compliance with or satisfaction of with a condition or covenant provided for in this Indenture must shall include: (ai) a statement that the person Person making such certificate or opinion has read such covenant or condition; (bii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (ciii) a statement that, in the opinion of such personPerson, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to regardless of whether or not such covenant or condition has been satisfiedsatisfied or complied with; and (div) a statement as to whether or notwhether, in the opinion of each such personPerson, such condition or covenant has been satisfied. In any case where several matters are required to be certified bysatisfied or complied with; provided, or covered by an opinion ofhowever, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one of fact an Opinion of Counsel may rely on an Officers' Certificate or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. certificates of public officials. (b) Any certificate or opinion of an Officer with respect to any Person of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such Officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous, and provided that any such certificate or opinion names the Trustee as an addressee and is furnished to the Trustee at the time of delivery of such certificate or opinion. Any such certificate or opinion of, or representation by, counsel Opinion of Counsel may be based, insofar as it relates to factual matters, upon certificates of public officials or upon a certificate or opinion of, or representations by, an Officer officer or Officers with respect to any Person officers of the Company stating that the information with respect to such factual matters is in the possession of such Person (orthe Company, if such Person is a limited partnership, such Person’s general partner) unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. Where any Person is Opinions of Counsel required to make, give be delivered to the Trustee may have qualifications customary for opinions of the type required and counsel delivering such Opinions of Counsel may rely on certificates of the Company or execute two or more applications, requests, consents, certificates, statements, opinions government or other instruments under this Indentureofficials customary for opinions of the type required, they mayincluding certificates certifying as to matters of fact, but need not, be consolidated and form one instrumentincluding that various financial covenants have been complied with.

Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture must (other than a certificate provided pursuant to TIA 'SS' 314(a)(4)) shall include: (a1) a statement that the person making such certificate or opinion has read such covenant or condition; (b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (c3) a statement that, in the opinion of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfiedcomplied with; and (d4) a statement as to whether or not, in the opinion of such person, such condition or covenant has been satisfied. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documentscomplied with. Any certificate or opinion of an Officer with respect to any Person Officers' Certificate may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counselan Opinion of Counsel, unless such Officer knows, or in the exercise of reasonable care should know, knows that the certificate or opinion or representations with respect to the matters upon which his or her certificate or opinion may be based as aforesaid is based are erroneous. Any such certificate or opinion of, or representation by, counsel Opinion of Counsel may be based, insofar as it relates to factual matters, upon certificates certificates, statements or opinions of, or representations by an officer or officers of public officials the Company, or other persons or firms deemed appropriate by such counsel, unless such counsel knows that the certificates, statements or opinions or representations with respect to the matters upon which his or her opinion may be based as aforesaid are erroneous. Any Officers' Certificate, statement or Opinion of Counsel may be based, insofar as it relates to accounting matters, upon a certificate or opinion ofof or representation by an accountant (who may be an employee of the Company), or representations byfirm of accountants, an unless such Officer or Officers with respect to any Person stating that counsel, as the information with respect to such factual matters is in the possession of such Person (orcase may be, if such Person is a limited partnership, such Person’s general partner) unless such counsel knows, or in the exercise of reasonable care should know, knows that the certificate or opinion or representations representation with respect to such the accounting matters are upon which his or her certificate, statement or opinion may be based as aforesaid is erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Statements Required in Certificate or Opinion. (a) Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture must (other than a certificate provided pursuant to Trust Indenture Act Section 314(a)(4)) shall comply with the provisions of Trust Indenture Act Section 314(e) and shall include: (ai) a statement that the person making such certificate or opinion has read such covenant or condition; (bii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (ciii) a statement that, in the opinion of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfied; and (div) a statement as to whether or not, in the opinion of such person, such condition or covenant has been satisfied. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an Officer with respect to any Person of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such Officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or opinion of, or representation by, counsel may be based, insofar as it relates to factual matters, upon certificates of public officials or upon a certificate or opinion of, or representations by, an Officer or Officers with respect to any Person of the Company stating that the information with respect to such factual matters is in the possession of such Person (or, if such Person is a limited partnership, such Person’s general partner) the Company unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture must (other than a certificate provided pursuant to TIA § 314(a)(4)) shall comply with the provisions of TIA § 314(e) and shall include: (a) a statement that the person Person making such certificate or opinion has read such covenant or condition; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (c) a statement that, in the opinion of such personPerson, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfiedcomplied with; and (d) a statement as to whether or not, in the opinion of such personPerson, such condition or covenant has been satisfiedcomplied with. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an Officer with respect to officer of any Person may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such Officer officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or opinion of, or representation by, counsel or any Opinion of Counsel may be based, insofar as it relates to factual matters, upon certificates of public officials or upon a certificate or opinion of, or representations by, an Officer officer or Officers with respect to any Person officers of the Company (including an Officer’s Certificate) stating that the information with respect to such factual matters is in the possession of such Person (or, if such Person is a limited partnership, such Person’s general partner) the Company unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.