Common use of Opinions of Counsel Clause in Contracts

Opinions of Counsel. On or before the Closing Date, Lender shall have received from Xxxxxx, Xxxxxxx & Xxxxxx, LLP or other legal counsel for the Borrowers satisfactory to Lender, written legal opinions, each in form and substance acceptable to Lender, as to such matters as Lender shall request, including opinions to the effect that (i) each of the Borrower Parties is duly formed, validly existing, and in good standing in its state of organization and, in the case of each Borrower, in each state where its Property is located, (ii) this Loan Agreement and the Loan Documents have been duly authorized, executed and delivered and are enforceable in accordance with their terms subject to customary qualifications for bankruptcy, general equitable principles, and other customary assumptions and qualifications; (iii) the Deposit Account Agreement and Cash Management Agreement have been duly authorized, executed and delivered by Borrower and Manager and are enforceable in accordance with their terms and the security interests in favor of Lender in the Account Collateral have been validly created and perfected; and (iv) no Borrower, Member or General Partner would be consolidated in any bankruptcy proceeding affecting Guarantor or certain other Affiliates of the Borrower Parties specified by Lender. Also on or before the Closing Date, Lender shall have received the following legal opinions, each in form and substance acceptable to Lender: (a) an opinion of the Borrowers' local counsel in each state where the Properties are located as to the enforceability of, and the creation and perfection of Liens under, the Mortgages and the Assignments of Leases and such other matters as Lender may reasonably request; (b) [intentionally omitted]; (c) opinions of Xxxxxxxx, Xxxxxx & Finger or other Delaware legal counsel, acceptable to Lender, for each Borrower that is a single member limited liability company formed under the laws of the State of Delaware that, among other matters, (1) under Delaware law (x) the prior unanimous written consent of Member (and the unanimous written consent of the board of directors of Member including the Independent Directors, or the unanimous prior written consent of the board of managers' of each Borrower, including the Independent Directors') would be required for a voluntary bankruptcy filing by each such Borrower, (y) the prior unanimous written consent of the board of directors of Member (including the Independent Directors) would be required for a voluntary bankruptcy filing by Member, (z) such unanimous consent requirements are enforceable against Member in accordance with their terms; (2) under Delaware law the bankruptcy or dissolution of Member would not cause the dissolution of any of the Borrowers and the bankruptcy or dissolution of the sole shareholder or member would not cause the dissolution of Member; (3) under Delaware law, creditors of Member shall have no legal or equitable remedies with respect to the assets of any of the Borrowers and creditors of Guarantor shall have no legal or equitable remedies with respect to the assets of Member; and (4) a federal bankruptcy court would hold that Delaware law governs the determination of what Persons have authority to file a voluntary bankruptcy petition on behalf of each Borrower and Member; and (d) such other legal opinions as Lender may reasonably request.

Opinions of Counsel. On (i) Prior to or before at the Closing first delivery of an Issuance Notice, and each time the Registration Statement or the Prospectus is amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency Agreements, or (y) a Current Report on Form 8-K, unless, filed during a Selling Period and reasonably requested by the Agent within five days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such date, a “Registration Statement Amendment Date”) or (ii) otherwise after each reasonable request by the Agent (each date of any such request by the Agent, Lender an “Opinion Request Date”), the Company shall have received from Xxxxxxas soon as practicable thereafter furnish or cause to be furnished to the Agent a written opinion of Xxxxxx Xxxxxxxx LLP, Xxxxxxx & Xxxxxx, LLP or other legal counsel for the Borrowers Company, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to Lenderthe Agent, written legal opinions(i) if such counsel has previously furnished an opinion to the effect set forth in Exhibit B hereto, each in form and substance acceptable to Lender, as to such matters as Lender shall request, including opinions to the effect that the Agent may rely on such previously furnished opinion of such counsel to the same extent as though they were dated the date of such letter authorizing reliance (iexcept that the statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) each of the Borrower Parties is duly formed, validly existing, and in good standing in its state of organization and, in the case of each Borrower, in each state where its Property is located, or (ii) this Loan Agreement if such counsel has not previously furnished an opinion to the effect set forth in Exhibit B hereto, of the same tenor as such opinion of such counsel but modified to relate to the Registration Statement, the Prospectus and the Loan Documents have been duly authorizedGeneral Disclosure Package (other than the offering price of any Common Shares) as amended and supplemented to such date; provided, executed and delivered and are enforceable in accordance with their terms subject to customary qualifications for bankruptcyhowever, general equitable principles, and other customary assumptions and qualifications; (iii) that the Deposit Account Agreement and Cash Management Agreement have been duly authorized, executed and delivered by Borrower and Manager and are enforceable in accordance with their terms and the security interests in favor of Lender in the Account Collateral have been validly created and perfected; and (iv) no Borrower, Member or General Partner would be consolidated in any bankruptcy proceeding affecting Guarantor or certain other Affiliates of the Borrower Parties specified by Lender. Also on or before the Closing Date, Lender Company shall have received the following legal opinions, each right in form and substance acceptable its sole discretion to Lender: (a) suspend the delivery of all such opinions otherwise required by this Section 4.07 if the Company does not expect to deliver an opinion of the Borrowers' local counsel in each state where the Properties are located as to the enforceability of, and the creation and perfection of Liens under, the Mortgages and the Assignments of Leases and such other matters as Lender may reasonably request; (b) [intentionally omitted]; (c) opinions of Xxxxxxxx, Xxxxxx & Finger or other Delaware legal counsel, acceptable to Lender, for each Borrower that is a single member limited liability company formed under the laws of the State of Delaware that, among other matters, (1) under Delaware law (x) the prior unanimous written consent of Member (and the unanimous written consent of the board of directors of Member including the Independent Directors, or the unanimous prior written consent of the board of managers' of each Borrower, including the Independent Directors') would be required for a voluntary bankruptcy filing by each such Borrower, (y) the prior unanimous written consent of the board of directors of Member (including the Independent Directors) would be required for a voluntary bankruptcy filing by Member, (z) such unanimous consent requirements are enforceable against Member in accordance with their terms; (2) under Delaware law the bankruptcy or dissolution of Member would not cause the dissolution of any of the Borrowers and the bankruptcy or dissolution of the sole shareholder or member would not cause the dissolution of Member; (3) under Delaware law, creditors of Member shall have no legal or equitable remedies Issuance Notice with respect to the assets Common Shares; and provided, further, that the delivery of any each such opinion on or prior to the date of such Issuance Notice shall be a condition precedent to the Borrowers and creditors delivery by the Company of Guarantor shall have no legal or equitable remedies an Issuance Notice with respect to the assets of Member; and (4) a federal bankruptcy court would hold that Delaware law governs the determination of what Persons have authority to file a voluntary bankruptcy petition on behalf of each Borrower and Member; and (d) such other legal opinions as Lender may reasonably request.Common Shares;

Opinions of Counsel. On or before the Closing Date, Lender shall have received from Xxxxxx, Xxxxxxx & Xxxxxx, LLP or other legal counsel for the Borrowers satisfactory to Lender, written legal opinions, each in form and substance acceptable to Lender, as to such matters as Lender shall request, including opinions to the effect that (i) That each time the Registration Statement or the Prospectus is amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the Borrower Parties is duly formedoffering of securities other than the Common Shares, validly existing(y) an Issuance Supplement or (z) a Current Report on Form 8-K, and in good standing in its state of organization andunless, in the case of (y) or (z) reasonably requested by Sales Agent within five days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each Borrowersuch date, in each state where its Property is located, a “Registration Statement Amendment Date”) or (ii) this Loan Agreement otherwise after each reasonable request by Sales Agent (each date of any such request by Sales Agent, an “Opinion Request Date”), the Company shall as soon as practicable thereafter furnish or cause to be furnished as promptly as practicable thereafter to Sales Agent written opinions and negative assurance letters of Xxxxxxx Procter LLP, counsel for the Company, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to Sales Agent and of O’Melveny & Xxxxx, LLP, counsel for Sales Agent and the Loan Documents have been duly authorizedAlternative Sales Agents, executed dated the date of such amendment, supplement or incorporation and delivered and are enforceable in accordance with their terms subject to customary qualifications for bankruptcy, general equitable principles, and other customary assumptions and qualifications; (iii) the Deposit Account Agreement and Cash Management Agreement have been duly authorized, executed and delivered by Borrower and Manager and are enforceable in accordance with their terms and the security interests in favor of Lender in the Account Collateral have been validly created and perfected; and (iv) no Borrower, Member or General Partner would be consolidated in any bankruptcy proceeding affecting Guarantor or certain other Affiliates of the Borrower Parties specified by Lender. Also on or before the Closing Date, Lender shall have received the following legal opinions, each in form and substance acceptable reasonably satisfactory to Lender: Sales Agent, (a) an opinion of the Borrowers' local if such counsel in each state where the Properties are located as has previously furnished opinions and negative assurance letters to the enforceability ofeffect set forth in Exhibits B, C, D and E hereto, to the effect that Sales Agent may rely on such previously furnished opinions and negative assurance letters of such counsel to the same extent as though they were dated the date of such letter authorizing reliance (except that the statements in such last opinions and negative assurance letters shall be deemed to relate to the Registration Statement and the creation Prospectus as amended and perfection of Liens under, the Mortgages and the Assignments of Leases and supplemented to such other matters as Lender may reasonably request; date) or (b) [intentionally omitted]; (c) if such counsel has not previously furnished opinions of Xxxxxxxxand negative assurance letters to the effect set forth in Exhibits B, Xxxxxx & Finger or other Delaware legal counselC, acceptable to LenderD and E hereto, for each Borrower that is a single member limited liability company formed under the laws of the State same tenor as such opinions and negative assurance letters of Delaware thatsuch counsel but modified to relate to the Registration Statement, among other matters, (1) under Delaware law (x) the prior unanimous written consent of Member (Prospectus and the unanimous written consent of General Disclosure Package (other than the board of directors of Member including the Independent Directors, or the unanimous prior written consent of the board of managers' of each Borrower, including the Independent Directors') would be required for a voluntary bankruptcy filing by each such Borrower, (y) the prior unanimous written consent of the board of directors of Member (including the Independent Directors) would be required for a voluntary bankruptcy filing by Member, (z) such unanimous consent requirements are enforceable against Member in accordance with their terms; (2) under Delaware law the bankruptcy or dissolution of Member would not cause the dissolution offering price of any shares of Common Stock) as amended and supplemented to such date; provided, however, that the Borrowers and the bankruptcy or dissolution of the sole shareholder or member would not cause the dissolution of Member; (3) under Delaware law, creditors of Member Company shall have no legal or equitable remedies the right in its sole discretion to suspend the delivery of all such opinions and negative assurance letters otherwise required by this Section 4.07 if the Company does not expect to deliver an Issuance Notice with respect to the assets Common Shares; provided further, that the delivery of any each such opinion and negative assurance letter (dated as of the Borrowers and creditors date on which the most recent Form 10-Q or Form 10-K or, if applicable, Form 8-K was filed by the Company with the SEC) shall be a condition precedent to the delivery by the Company of Guarantor shall have no legal or equitable remedies an Issuance Notice with respect to the assets of Member; and (4) a federal bankruptcy court would hold that Delaware law governs the determination of what Persons have authority to file a voluntary bankruptcy petition on behalf of each Borrower and Member; and (d) such other legal opinions as Lender may reasonably requestCommon Shares.

Opinions of Counsel. (a) On or before the Closing Initial Borrowing Date, Lender the Facility Agent shall have received from XxxxxxXxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxx, Xxxxxxxx LLP (or other legal another counsel for the Borrowers satisfactory to Lender, written legal opinions, each in form and substance reasonably acceptable to Lenderthe Lead Arrangers), as to such matters as Lender shall request, including opinions special New York counsel to the effect that (i) Credit Parties, an opinion addressed to the Facility Agent and each of the Borrower Parties is duly formedLenders and dated the Initial Borrowing Date in substantially the form delivered to the Lenders prior to the Effective Date, validly existingor otherwise reasonably satisfactory to the Lead Arrangers, and in good standing in its state of organization and, substantially in the case form set forth in Exhibit 1 of each Borrower, in each state where its Property is located, Schedule 5.10. (iib) this Loan Agreement and On the Loan Documents have been duly authorized, executed and delivered and are enforceable in accordance with their terms subject to customary qualifications for bankruptcy, general equitable principles, and other customary assumptions and qualifications; (iii) the Deposit Account Agreement and Cash Management Agreement have been duly authorized, executed and delivered by Borrower and Manager and are enforceable in accordance with their terms and the security interests in favor of Lender in the Account Collateral have been validly created and perfected; and (iv) no Borrower, Member or General Partner would be consolidated in any bankruptcy proceeding affecting Guarantor or certain other Affiliates of the Borrower Parties specified by Lender. Also on or before the Closing Initial Borrowing Date, Lender the Facility Agent shall have received the following legal opinions, each in form and substance from Xxx Xxxxxxx Xxxxxxxxx (or another counsel reasonably acceptable to Lender: (a) the Lead Arrangers), special Bermudian counsel to the Credit Parties, an opinion addressed to the Facility Agent and each of the Borrowers' local counsel Lenders and dated the Initial Borrowing Date in each state where substantially the Properties are located as form delivered to the enforceability ofLenders prior to the Effective Date, and or otherwise reasonably satisfactory to the creation and perfection Lead Arrangers, substantially in the form set forth in Exhibit 2 of Liens under, the Mortgages and the Assignments of Leases and such other matters as Lender may reasonably request; (b) [intentionally omitted]; Schedule 5.10. (c) opinions of XxxxxxxxOn the Initial Borrowing Date, the Facility Agent shall have received from Xxxxxx & Finger Xxxx LLP (or other Delaware legal counsel, another counsel reasonably acceptable to Lenderthe Lead Arrangers), special English counsel to the Facility Agent for each Borrower that is a single member limited liability company formed under the laws benefit of the State of Delaware thatLead Arrangers, among other matters, (1) under Delaware law (x) the prior unanimous written consent of Member (and the unanimous written consent of the board of directors of Member including the Independent Directors, or the unanimous prior written consent of the board of managers' of each Borrower, including the Independent Directors') would be required for a voluntary bankruptcy filing by each such Borrower, (y) the prior unanimous written consent of the board of directors of Member (including the Independent Directors) would be required for a voluntary bankruptcy filing by Member, (z) such unanimous consent requirements are enforceable against Member in accordance with their terms; (2) under Delaware law the bankruptcy or dissolution of Member would not cause the dissolution of any of the Borrowers and the bankruptcy or dissolution of the sole shareholder or member would not cause the dissolution of Member; (3) under Delaware law, creditors of Member shall have no legal or equitable remedies with respect an opinion addressed to the assets of any of the Borrowers Facility Agent (for itself and creditors of Guarantor shall have no legal or equitable remedies with respect to the assets of Member; and (4) a federal bankruptcy court would hold that Delaware law governs the determination of what Persons have authority to file a voluntary bankruptcy petition on behalf of each Borrower the Lenders) and Member; the Collateral Agent (for itself and on behalf of the Secured Creditors) dated the Initial Borrowing Date in substantially the form delivered to the Lenders prior to the Effective Date or otherwise reasonably satisfactory to the Lead Arrangers substantially in the form set forth in Exhibit 3 of Schedule 5.10. (d) such other legal opinions as Lender may On the Initial Borrowing Date if required by any New Lender, the Facility Agent shall have received from Xxxxxx Xxxx LLP (or another counsel reasonably requestacceptable to the Lead Arrangers), special German counsel to the Facility Agent for the benefit of the Lead Arrangers, an opinion addressed to the Facility Agent and each of the Lenders and dated the Initial Borrowing Date in substantially the form delivered to the Lenders prior to the Effective Date, or otherwise reasonably satisfactory to the Lead Arrangers, covering the matters set forth in Exhibit 4 of Schedule 5.10. (e) On the Initial Borrowing Date, the Facility Agent shall have received from Holland & Knight (or another counsel reasonably acceptable to the Lead Arrangers), special Florida counsel to the Credit Parties, an opinion addressed to the Facility Agent and each of the Lenders and dated the Initial Borrowing Date in substantially the form delivered to the Lenders prior to the Effective Date, or otherwise reasonably satisfactory to the Lead Arrangers, substantially in the form set forth in Exhibit 5 of Schedule 5.10.

Opinions of Counsel. On That each time the Registration Statement or before the Closing DateProspectus is amended or supplemented (other than by an Issuance Supplement or a Current Report on Form 8-K, Lender unless reasonably requested by BNYMCM within 30 days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such amendment or supplement, an “Opinion Trigger Event”), the Company shall have received from Xxxxxxat such time selected by the Company on or following the date of such Opinion Trigger Event (except that during a Selling Period or any other period in which a prospectus relating to the Issuance Shares is required to be delivered to BNYMCM under the Securities Act, Xxxxxxx & Xxxxxxsuch time shall be as soon as practicable and in no event later than one Trading Day after each Opinion Trigger Event that occurs during such period; and provided that in any case delivery shall be a condition to the delivery of an Issuance Notice) furnish or cause to be furnished forthwith to BNYMCM a written opinion of Arent Fox LLP, LLP or other legal special counsel for to the Borrowers Company, dated the date of delivery and in form reasonably satisfactory to LenderBNYMCM, written legal opinions(i) if such counsel has previously furnished an opinion to the effect set forth in Exhibit B hereto, each in form and substance acceptable to Lender, as to such matters as Lender shall request, including opinions to the effect that BNYMCM may rely on such previously furnished opinion of such counsel to the same extent as though it were dated the date of such letter authorizing reliance (iexcept that the statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) each of the Borrower Parties is duly formed, validly existing, and in good standing in its state of organization and, in the case of each Borrower, in each state where its Property is located, or (ii) this Loan Agreement if such counsel has not previously furnished an opinion to the effect set forth in Exhibit B hereto, of the same tenor as such opinion of such counsel but modified to relate to the Registration Statement and the Loan Documents have been duly authorized, executed Prospectus as amended and delivered and are enforceable in accordance with their terms subject supplemented to customary qualifications for bankruptcy, general equitable principles, and other customary assumptions and qualifications; (iii) the Deposit Account Agreement and Cash Management Agreement have been duly authorized, executed and delivered by Borrower and Manager and are enforceable in accordance with their terms and the security interests in favor of Lender in the Account Collateral have been validly created and perfected; and (iv) no Borrower, Member or General Partner would be consolidated in any bankruptcy proceeding affecting Guarantor or certain other Affiliates of the Borrower Parties specified by Lender. Also on or before the Closing Date, Lender shall have received the following legal opinions, each in form and substance acceptable to Lender: (a) an opinion of the Borrowers' local counsel in each state where the Properties are located as to the enforceability of, and the creation and perfection of Liens under, the Mortgages and the Assignments of Leases and such other matters as Lender may reasonably request; (b) [intentionally omitted]; (c) opinions of Xxxxxxxx, Xxxxxx & Finger or other Delaware legal counsel, acceptable to Lender, for each Borrower that is a single member limited liability company formed under the laws of the State of Delaware that, among other matters, (1) under Delaware law (x) the prior unanimous written consent of Member (and the unanimous written consent of the board of directors of Member including the Independent Directors, or the unanimous prior written consent of the board of managers' of each Borrower, including the Independent Directors') would be required for a voluntary bankruptcy filing by each such Borrower, (y) the prior unanimous written consent of the board of directors of Member (including the Independent Directors) would be required for a voluntary bankruptcy filing by Member, (z) such unanimous consent requirements are enforceable against Member in accordance with their terms; (2) under Delaware law the bankruptcy or dissolution of Member would not cause the dissolution of any of the Borrowers and the bankruptcy or dissolution of the sole shareholder or member would not cause the dissolution of Member; (3) under Delaware law, creditors of Member shall have no legal or equitable remedies with respect to the assets of any of the Borrowers and creditors of Guarantor shall have no legal or equitable remedies with respect to the assets of Member; and (4) a federal bankruptcy court would hold that Delaware law governs the determination of what Persons have authority to file a voluntary bankruptcy petition on behalf of each Borrower and Member; and (d) such other legal opinions as Lender may reasonably request.date;

Opinions of Counsel. On or before the Closing Date, Lender The Facility Agent shall have received from Xxxxxxfrom: (a) O’Melveny & Xxxxx LLP (or another counsel reasonably acceptable to the Joint Lead Arrangers), Xxxxxxx & Xxxxxxspecial New York counsel to the Parent and Borrower, LLP an opinion addressed to the Facility Agent and each of the Lenders and dated the first Initial Borrowing Date in substantially the form delivered to the Borrower and the Lenders prior to the Effective Date, or other legal counsel for the Borrowers otherwise reasonably satisfactory to Lenderthe Joint Lead Arrangers, written legal opinions, each in form and substance covering such matters set forth on Schedule 5.12; (b) Cains (or another counsel reasonably acceptable to Lenderthe Joint Lead Arrangers), as special Isle of Man counsel to the Credit Parties, an opinion addressed to the Facility Agent and each of the Lenders and dated the first Initial Borrowing Date in substantially the form delivered to the Borrower and the Lenders prior to the Effective Date, or otherwise reasonably satisfactory to the Joint Lead Arrangers, covering such matters as Lender shall request, including opinions set forth on Schedule 5.12; (c) Xxx Xxxxxxx Xxxxxxxxx (or another counsel reasonably acceptable to the effect that Joint Lead Arrangers), special Bermudian counsel to the Credit Parties, an opinion addressed to the Facility Agent and each of the Lenders and dated (i) the first Initial Borrowing Date or (ii) the second Initial Borrowing Date, as applicable, in each case in substantially the form delivered to the Borrower and the Lenders prior to the Effective Date, or otherwise reasonably satisfactory to the Joint Lead Arrangers, covering such matters set forth on Schedule 5.12; (d) White & Case LLP (or another counsel reasonably acceptable to the Joint Lead Arrangers), special English counsel to the Documentation Agent for the benefit of the Joint Lead Arrangers, an opinion addressed to the Facility Agent (for itself and on behalf of the Lenders) and the Collateral Agent (for itself and on behalf of the Lenders) dated (i) the first Initial Borrowing Date or (ii) the second Initial Borrowing Date, as applicable, in each case, in substantially the form delivered to the Borrower and the Lenders prior to the Effective Date, or otherwise reasonably satisfactory to the Joint Lead Arrangers, covering such matters set forth on Schedule 5.12; (e) White & Case LLP (or another counsel reasonably acceptable to the Joint Lead Arrangers), special German counsel to the Documentation Agent for the benefit of the Joint Lead Arrangers, an opinion addressed to the Facility Agent and each of the Lenders and dated the first Initial Borrowing Date in substantially the form delivered to the Borrower and the Lenders prior to the Effective Date, or otherwise reasonably satisfactory to the Joint Lead Arrangers, covering such matters set forth on Schedule 5.12; (f) Xxxxxx Xxxxxxxx & Co. (or another counsel reasonably acceptable to the Joint Lead Arrangers), special Bahamian counsel to the Credit Parties (or if the Collateral Vessel is duly formed, validly existing, and in good standing in its state of organization and, not flagged in the case Bahamas, counsel qualified in the jurisdiction of the flag of the Collateral Vessel and reasonably satisfactory to the Facility Agent), an opinion addressed to the Facility Agent and each Borrower, of the Lenders and dated the first Initial Borrowing Date in each state where its Property is located, (ii) this Loan Agreement substantially the form delivered to the Borrower and the Loan Documents have been duly authorizedLenders prior to the Effective Date, executed or otherwise reasonably satisfactory to the Joint Lead Arrangers, covering such matters set forth on Schedule 5.12; and (g) Holland & Knight LLP (or another counsel reasonably acceptable to the Joint Lead Arrangers) special Florida counsel to the Credit Parties, an opinion addressed to the Facility Agent and each of the Lenders and dated the first Initial Borrowing Date in substantially the form delivered and are enforceable in accordance with their terms subject to customary qualifications for bankruptcy, general equitable principles, and other customary assumptions and qualifications; (iii) the Deposit Account Agreement and Cash Management Agreement have been duly authorized, executed and delivered by Borrower and Manager and are enforceable in accordance with their terms and the security interests in favor of Lender in Lenders prior to the Account Collateral have been validly created and perfected; and (iv) no Borrower, Member or General Partner would be consolidated in any bankruptcy proceeding affecting Guarantor or certain other Affiliates of the Borrower Parties specified by Lender. Also on or before the Closing Effective Date, Lender shall have received the following legal opinions, each in form and substance acceptable to Lender: (a) an opinion of the Borrowers' local counsel in each state where the Properties are located as or otherwise reasonably satisfactory to the enforceability ofJoint Lead Arrangers, and the creation and perfection of Liens under, the Mortgages and the Assignments of Leases and covering such other matters as Lender may reasonably request; (b) [intentionally omitted]; (c) opinions of Xxxxxxxx, Xxxxxx & Finger or other Delaware legal counsel, acceptable to Lender, for each Borrower that is a single member limited liability company formed under the laws of the State of Delaware that, among other matters, (1) under Delaware law (x) the prior unanimous written consent of Member (and the unanimous written consent of the board of directors of Member including the Independent Directors, or the unanimous prior written consent of the board of managers' of each Borrower, including the Independent Directors') would be required for a voluntary bankruptcy filing by each such Borrower, (y) the prior unanimous written consent of the board of directors of Member (including the Independent Directors) would be required for a voluntary bankruptcy filing by Member, (z) such unanimous consent requirements are enforceable against Member in accordance with their terms; (2) under Delaware law the bankruptcy or dissolution of Member would not cause the dissolution of any of the Borrowers and the bankruptcy or dissolution of the sole shareholder or member would not cause the dissolution of Member; (3) under Delaware law, creditors of Member shall have no legal or equitable remedies with respect to the assets of any of the Borrowers and creditors of Guarantor shall have no legal or equitable remedies with respect to the assets of Member; and (4) a federal bankruptcy court would hold that Delaware law governs the determination of what Persons have authority to file a voluntary bankruptcy petition set forth on behalf of each Borrower and Member; and (d) such other legal opinions as Lender may reasonably requestSchedule 5.12.

Opinions of Counsel. On That each time the Registration Statement or before the Closing Date, Lender shall have received from Xxxxxx, Xxxxxxx & Xxxxxx, LLP Final Supplemented Prospectus is amended or supplemented (other legal counsel for the Borrowers satisfactory to Lender, written legal opinions, each in form and substance acceptable to Lender, as to such matters as Lender shall request, including opinions than by means of (x) an amendment or supplement relating solely to the effect that offering of securities other than Common Shares or (iy) each of the Borrower Parties is duly formeda Current Report on Form 8-K, validly existing, and in good standing in its state of organization andunless, in the case of each Borrower(y) reasonably requested by the Sales Agent within 30 days from the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Final Supplemented Prospectus, the Company shall as soon as practicable thereafter furnish or cause to be furnished forthwith to the Sales Agent a written opinion and related disclosure letter of Xxxxxxxx Xxxxxxx LLP, counsel to the Company, dated the date of such amendment, supplement or incorporation, as the case may be, and in each state where its Property is locatedform reasonably satisfactory to the Sales Agent, (i) if such counsel has previously furnished an opinion and related disclosure letter to the effect set forth in Exhibit B hereto to the effect that the Sales Agent may rely on such previously furnished opinion and related disclosure letter of such counsel to the same extent as though it were dated the date of such letter authorizing reliance (except that the statements in such last opinion and related disclosure letter shall be deemed to relate to the Registration Statement and the Final Supplemented Prospectus as amended and supplemented to such date) or (ii) this Loan Agreement if such counsel has not previously furnished an opinion to the effect set forth in Exhibit B hereto of the same tenor as such an opinion and related disclosure letter of such counsel but modified to relate to the Registration Statement and the Loan Documents have been duly authorized, executed Final Supplemented Prospectus as amended and delivered and are enforceable in accordance with their terms subject supplemented to customary qualifications for bankruptcy, general equitable principles, and other customary assumptions and qualifications; (iii) such date. In the Deposit Account Agreement and Cash Management Agreement have been duly authorized, executed and delivered by Borrower and Manager and are enforceable in accordance with their terms and event the security interests in favor of Lender in the Account Collateral have been validly created and perfected; and (iv) no Borrower, Member or General Partner would be consolidated in any bankruptcy proceeding affecting Guarantor or certain other Affiliates of the Borrower Parties specified by Lender. Also on or before the Closing Date, Lender shall have received the following legal opinions, each in form and substance acceptable to Lender: (a) Sales Agent requests an opinion of the Borrowers' local counsel in each state where the Properties are located as and related disclosure letter pursuant to the enforceability of, and the creation and perfection of Liens under, the Mortgages and the Assignments of Leases and such other matters as Lender may reasonably request; (b) [intentionally omitted]; (c) opinions of Xxxxxxxx, Xxxxxx & Finger or other Delaware legal counsel, acceptable to Lender, for each Borrower that is a single member limited liability company formed under the laws of the State of Delaware that, among other matters, (1) under Delaware law (x) the prior unanimous written consent of Member (and the unanimous written consent of the board of directors of Member including the Independent Directors, or the unanimous prior written consent of the board of managers' of each Borrower, including the Independent Directors') would be required for a voluntary bankruptcy filing by each such Borrower, clause (y) the prior unanimous written consent of the board of directors of Member (including the Independent Directors) would be required for a voluntary bankruptcy filing by Member, (z) such unanimous consent requirements are enforceable against Member in accordance with their terms; (2) under Delaware law the bankruptcy or dissolution of Member would not cause the dissolution of any of the Borrowers and the bankruptcy or dissolution of the sole shareholder or member would not cause the dissolution of Member; (3) under Delaware law, creditors of Member shall have no legal or equitable remedies above with respect to any Current Report on Form 8-K, the assets of any of Company shall not be required to deliver such opinion if the Borrowers and creditors of Guarantor shall have no legal or equitable remedies with respect Company agrees not to deliver an Issuance Notice until the assets of Member; and (4) a federal bankruptcy court next date an opinion would hold that Delaware law governs the determination of what Persons have authority otherwise be required pursuant to file a voluntary bankruptcy petition on behalf of each Borrower and Member; and (d) such other legal opinions as Lender may reasonably requestthis Section 4.09.

Opinions of Counsel. On That each time the Registration Statement or before the Closing Date, Lender shall have received from Xxxxxx, Xxxxxxx & Xxxxxx, LLP Final Supplemented Prospectus is amended or supplemented (other legal counsel for the Borrowers satisfactory to Lender, written legal opinions, each in form and substance acceptable to Lender, as to such matters as Lender shall request, including opinions than by means of (x) an amendment or supplement relating solely to the effect that offering of securities other than Common Shares or (iy) each of the Borrower Parties is duly formeda Current Report on Form 8-K, validly existing, and in good standing in its state of organization andunless, in the case of each Borrower(y) reasonably requested by the Sales Agent within 30 days from the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Final Supplemented Prospectus, the Company shall as soon as practicable thereafter furnish or cause to be furnished forthwith to the Sales Agent a written opinion of Xxxxxxxx Xxxxxxx LLP, counsel to the Company, dated the date of such amendment, supplement or incorporation, as the case may be, and in each state where its Property is locatedform reasonably satisfactory to the Sales Agent, (i) if such counsel has previously furnished an opinion to the effect set forth in Exhibit A hereto to the effect that the Sales Agent may rely on such previously furnished opinion of such counsel to the same extent as though it were dated the date of such letter authorizing reliance (except that the statements in such last opinion shall be deemed to relate to the Registration Statement and the Final Supplemented Prospectus as amended and supplemented to such date) or (ii) this Loan Agreement and if such counsel has not previously furnished an opinion to the Loan Documents have been duly authorized, executed and delivered and are enforceable effect set forth in accordance with their terms subject to customary qualifications for bankruptcy, general equitable principles, and other customary assumptions and qualifications; (iii) the Deposit Account Agreement and Cash Management Agreement have been duly authorized, executed and delivered by Borrower and Manager and are enforceable in accordance with their terms and the security interests in favor of Lender in the Account Collateral have been validly created and perfected; and (iv) no Borrower, Member or General Partner would be consolidated in any bankruptcy proceeding affecting Guarantor or certain other Affiliates Exhibit A hereto of the Borrower Parties specified by Lender. Also on or before the Closing Date, Lender shall have received the following legal opinions, each in form and substance acceptable to Lender: (a) same tenor as such an opinion of the Borrowers' local such counsel in each state where the Properties are located as but modified to relate to the enforceability of, Registration Statement and the creation Final Supplemented Prospectus as amended and perfection of Liens under, supplemented to such date. In the Mortgages and event the Assignments of Leases and such other matters as Lender may reasonably request; (b) [intentionally omitted]; (c) opinions of Xxxxxxxx, Xxxxxx & Finger or other Delaware legal counsel, acceptable Sales Agent requests an opinion pursuant to Lender, for each Borrower that is a single member limited liability company formed under the laws of the State of Delaware that, among other matters, (1) under Delaware law (x) the prior unanimous written consent of Member (and the unanimous written consent of the board of directors of Member including the Independent Directors, or the unanimous prior written consent of the board of managers' of each Borrower, including the Independent Directors') would be required for a voluntary bankruptcy filing by each such Borrower, clause (y) the prior unanimous written consent of the board of directors of Member (including the Independent Directors) would be required for a voluntary bankruptcy filing by Member, (z) such unanimous consent requirements are enforceable against Member in accordance with their terms; (2) under Delaware law the bankruptcy or dissolution of Member would not cause the dissolution of any of the Borrowers and the bankruptcy or dissolution of the sole shareholder or member would not cause the dissolution of Member; (3) under Delaware law, creditors of Member shall have no legal or equitable remedies above with respect to any Current Report on Form 8-K, the assets of any of Company shall not be required to deliver such opinion if the Borrowers and creditors of Guarantor shall have no legal or equitable remedies with respect Company agrees not to deliver an Issuance Notice until the assets of Member; and (4) a federal bankruptcy court next date an opinion would hold that Delaware law governs the determination of what Persons have authority otherwise be required pursuant to file a voluntary bankruptcy petition on behalf of each Borrower and Member; and (d) such other legal opinions as Lender may reasonably requestthis Section 4.09.

Opinions of Counsel. On That each time the Registration Statement or before the Closing Date, Lender shall have received from Xxxxxx, Xxxxxxx & Xxxxxx, LLP Prospectus is amended or supplemented (other legal counsel for the Borrowers satisfactory to Lender, written legal opinions, each in form and substance acceptable to Lender, as to such matters as Lender shall request, including opinions than by means of (x) an amendment or supplement relating solely to the effect that offering of securities other than the Shares, (iy) each of the Borrower Parties is duly formedan Issuance Supplement or (z) a Current Report on Form 8-K, validly existing, and in good standing in its state of organization andunless, in the case of (y) or (z) filed during a Selling Period, reasonably requested by BNYMCM within five days of the filing thereof with the Commission; provided, that, notwithstanding the foregoing, such request must be made prior to the final Settlement Date of the applicable Selling Period), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each Borrowersuch amendment or supplement, an “Opinion Trigger Event”), the Company shall at any time selected by the Company on or following the date of such Opinion Trigger Event (except that during a Selling Period or any other period in which a prospectus relating to the Issuance Shares is required to be delivered to BNYMCM under the Securities Act, such time shall be as soon as practicable after each state where its Property is locatedOpinion Trigger Event that occurs during such Selling Period) furnish or cause to be furnished to BNYMCM a written opinion of Xxxxx Day, counsel to the Company, dated the date of delivery and in form reasonably satisfactory to BNYMCM, (i) if such counsel has previously furnished an opinion to the effect set forth in Exhibit B, to the effect that BNYMCM may rely on such previously furnished opinion of such counsel to the same extent as though it were dated the date of such letter authorizing reliance (except that the statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or (ii) this Loan Agreement and if such counsel has not previously furnished an opinion to the Loan Documents have been duly authorizedeffect set forth in Exhibit B, executed and delivered and are enforceable in accordance with their terms subject to customary qualifications for bankruptcy, general equitable principles, and other customary assumptions and qualifications; (iii) the Deposit Account Agreement and Cash Management Agreement have been duly authorized, executed and delivered by Borrower and Manager and are enforceable in accordance with their terms and the security interests in favor of Lender in the Account Collateral have been validly created and perfected; and (iv) no Borrower, Member or General Partner would be consolidated in any bankruptcy proceeding affecting Guarantor or certain other Affiliates of the Borrower Parties specified by Lender. Also on or before the Closing Date, Lender shall have received the following legal opinions, each in form and substance acceptable to Lender: (a) same tenor as such an opinion of the Borrowers' local such counsel in each state where the Properties are located as but modified to relate to the enforceability of, Registration Statement and the creation Prospectus as amended and perfection of Liens undersupplemented to such date; provided, however, that the Mortgages Company shall not be obligated to deliver any such opinion unless and until such time as the Assignments of Leases and such other matters as Lender may reasonably request; (b) [intentionally omitted]; (c) opinions of Xxxxxxxx, Xxxxxx & Finger or other Delaware legal counsel, acceptable to Lender, for each Borrower that is a single member limited liability company formed under the laws of the State of Delaware that, among other matters, (1) under Delaware law (x) the prior unanimous written consent of Member (and the unanimous written consent of the board of directors of Member including the Independent Directors, Company delivers an Issuance Notice or the unanimous prior written consent of the board of managers' of each Borrower, including the Independent Directors') would be required for Opinion Trigger Event occurs during a voluntary bankruptcy filing by each such Borrower, (y) the prior unanimous written consent of the board of directors of Member (including the Independent Directors) would be required for a voluntary bankruptcy filing by Member, (z) such unanimous consent requirements are enforceable against Member in accordance with their terms; (2) under Delaware law the bankruptcy or dissolution of Member would not cause the dissolution of any of the Borrowers and the bankruptcy or dissolution of the sole shareholder or member would not cause the dissolution of Member; (3) under Delaware law, creditors of Member shall have no legal or equitable remedies with respect to the assets of any of the Borrowers and creditors of Guarantor shall have no legal or equitable remedies with respect to the assets of Member; and (4) a federal bankruptcy court would hold that Delaware law governs the determination of what Persons have authority to file a voluntary bankruptcy petition on behalf of each Borrower and Member; and (d) such other legal opinions as Lender may reasonably requestSelling Period.

Opinions of Counsel. On That each time the Registration Statement or before the Closing Date, Lender shall have received from Xxxxxx, Xxxxxxx & Xxxxxx, LLP Prospectus is amended or supplemented (other legal counsel for the Borrowers satisfactory to Lender, written legal opinions, each in form and substance acceptable to Lender, as to such matters as Lender shall request, including opinions than by means of (x) an amendment or supplement relating solely to the effect that offering of securities other than the Shares, (iy) each of the Borrower Parties is duly formeda Pricing Supplement or (z) a Current Report on Form 8-K, validly existing, and in good standing in its state of organization andunless, in the case of (y) or (z) filed during a Selling Period, reasonably requested by BNYMCM within five days of the filing thereof with the Commission; provided, that, notwithstanding the foregoing, such request must be made prior to the final Settlement Date of the applicable Selling Period), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each Borrowersuch amendment or supplement, an “Opinion Trigger Event”), the Company shall at any time selected by the Company on or following the date of such Opinion Trigger Event (except that during a Selling Period or any other period in which a prospectus relating to the Shares is required to be delivered to BNYMCM under the Securities Act, such time shall be as soon as practicable after each state where its Property is locatedOpinion Trigger Event that occurs during such Selling Period) furnish or cause to be furnished to BNYMCM and the Forward Seller a written opinion of Xxxxx Day, counsel to the Company, dated the date of delivery and in form reasonably satisfactory to BNYMCM and the Forward Seller, (i) if such counsel has previously furnished an opinion to the effect set forth in Exhibit B, to the effect that BNYMCM and the Forward Seller may rely on such previously furnished opinion of such counsel to the same extent as though it were dated the date of such letter authorizing reliance (except that the statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or (ii) this Loan Agreement and if such counsel has not previously furnished an opinion to the Loan Documents have been duly authorizedeffect set forth in Exhibit B, executed and delivered and are enforceable in accordance with their terms subject to customary qualifications for bankruptcy, general equitable principles, and other customary assumptions and qualifications; (iii) the Deposit Account Agreement and Cash Management Agreement have been duly authorized, executed and delivered by Borrower and Manager and are enforceable in accordance with their terms and the security interests in favor of Lender in the Account Collateral have been validly created and perfected; and (iv) no Borrower, Member or General Partner would be consolidated in any bankruptcy proceeding affecting Guarantor or certain other Affiliates of the Borrower Parties specified by Lender. Also on or before the Closing Date, Lender shall have received the following legal opinions, each in form and substance acceptable to Lender: (a) same tenor as such an opinion of the Borrowers' local such counsel in each state where the Properties are located as but modified to relate to the enforceability of, Registration Statement and the creation Prospectus as amended and perfection of Liens undersupplemented to such date; provided, however, that the Mortgages Company shall not be obligated to deliver any such opinion unless and until such time as the Assignments of Leases and such other matters as Lender may reasonably request; (b) [intentionally omitted]; (c) opinions of Xxxxxxxx, Xxxxxx & Finger or other Delaware legal counsel, acceptable to Lender, for each Borrower that is Company delivers a single member limited liability company formed under the laws of the State of Delaware that, among other matters, (1) under Delaware law (x) the prior unanimous written consent of Member (and the unanimous written consent of the board of directors of Member including the Independent Directors, Transaction Notice or the unanimous prior written consent of the board of managers' of each Borrower, including the Independent Directors') would be required for Opinion Trigger Event occurs during a voluntary bankruptcy filing by each such Borrower, (y) the prior unanimous written consent of the board of directors of Member (including the Independent Directors) would be required for a voluntary bankruptcy filing by Member, (z) such unanimous consent requirements are enforceable against Member in accordance with their terms; (2) under Delaware law the bankruptcy or dissolution of Member would not cause the dissolution of any of the Borrowers and the bankruptcy or dissolution of the sole shareholder or member would not cause the dissolution of Member; (3) under Delaware law, creditors of Member shall have no legal or equitable remedies with respect to the assets of any of the Borrowers and creditors of Guarantor shall have no legal or equitable remedies with respect to the assets of Member; and (4) a federal bankruptcy court would hold that Delaware law governs the determination of what Persons have authority to file a voluntary bankruptcy petition on behalf of each Borrower and Member; and (d) such other legal opinions as Lender may reasonably requestSelling Period.

Opinions of Counsel. On That each time the Registration Statement or before the Closing Date, Lender shall have received from Xxxxxx, Xxxxxxx & Xxxxxx, LLP Prospectus is amended or supplemented (other legal counsel for the Borrowers satisfactory to Lender, written legal opinions, each in form and substance acceptable to Lender, as to such matters as Lender shall request, including opinions than by means of (x) an amendment or supplement relating solely to the effect that offering of securities other than the Shares, (iy) each of the Borrower Parties is duly formeda Pricing Supplement or (z) a Current Report on Form 8-K, validly existing, and in good standing in its state of organization andunless, in the case of (y) or (z) filed during a Selling Period, reasonably requested by KBCM within five days of the filing thereof with the Commission; provided, that, notwithstanding the foregoing, such request must be made prior to the final Settlement Date of the applicable Selling Period), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each Borrowersuch amendment or supplement, an “Opinion Trigger Event”), the Company shall at any time selected by the Company on or following the date of such Opinion Trigger Event (except that during a Selling Period or any other period in which a prospectus relating to the Shares is required to be delivered to KBCM under the Securities Act, such time shall be as soon as practicable after each state where its Property is locatedOpinion Trigger Event that occurs during such Selling Period) furnish or cause to be furnished to KBCM and the Forward Seller a written opinion of Xxxxx Day, counsel to the Company, dated the date of delivery and in form reasonably satisfactory to KBCM and the Forward Seller, (i) if such counsel has previously furnished an opinion to the effect set forth in Exhibit B, to the effect that KBCM and the Forward Seller may rely on such previously furnished opinion of such counsel to the same extent as though it were dated the date of such letter authorizing reliance (except that the statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or (ii) this Loan Agreement and if such counsel has not previously furnished an opinion to the Loan Documents have been duly authorizedeffect set forth in Exhibit B, executed and delivered and are enforceable in accordance with their terms subject to customary qualifications for bankruptcy, general equitable principles, and other customary assumptions and qualifications; (iii) the Deposit Account Agreement and Cash Management Agreement have been duly authorized, executed and delivered by Borrower and Manager and are enforceable in accordance with their terms and the security interests in favor of Lender in the Account Collateral have been validly created and perfected; and (iv) no Borrower, Member or General Partner would be consolidated in any bankruptcy proceeding affecting Guarantor or certain other Affiliates of the Borrower Parties specified by Lender. Also on or before the Closing Date, Lender shall have received the following legal opinions, each in form and substance acceptable to Lender: (a) same tenor as such an opinion of the Borrowers' local such counsel in each state where the Properties are located as but modified to relate to the enforceability of, Registration Statement and the creation Prospectus as amended and perfection of Liens undersupplemented to such date; provided, however, that the Mortgages Company shall not be obligated to deliver any such opinion unless and until such time as the Assignments of Leases and such other matters as Lender may reasonably request; (b) [intentionally omitted]; (c) opinions of Xxxxxxxx, Xxxxxx & Finger or other Delaware legal counsel, acceptable to Lender, for each Borrower that is Company delivers a single member limited liability company formed under the laws of the State of Delaware that, among other matters, (1) under Delaware law (x) the prior unanimous written consent of Member (and the unanimous written consent of the board of directors of Member including the Independent Directors, Transaction Notice or the unanimous prior written consent of the board of managers' of each Borrower, including the Independent Directors') would be required for Opinion Trigger Event occurs during a voluntary bankruptcy filing by each such Borrower, (y) the prior unanimous written consent of the board of directors of Member (including the Independent Directors) would be required for a voluntary bankruptcy filing by Member, (z) such unanimous consent requirements are enforceable against Member in accordance with their terms; (2) under Delaware law the bankruptcy or dissolution of Member would not cause the dissolution of any of the Borrowers and the bankruptcy or dissolution of the sole shareholder or member would not cause the dissolution of Member; (3) under Delaware law, creditors of Member shall have no legal or equitable remedies with respect to the assets of any of the Borrowers and creditors of Guarantor shall have no legal or equitable remedies with respect to the assets of Member; and (4) a federal bankruptcy court would hold that Delaware law governs the determination of what Persons have authority to file a voluntary bankruptcy petition on behalf of each Borrower and Member; and (d) such other legal opinions as Lender may reasonably requestSelling Period.

Opinions of Counsel. On That each time the Registration Statement or before the Closing Date, Lender shall have received from Xxxxxx, Xxxxxxx & Xxxxxx, LLP Prospectus is amended or supplemented (other legal counsel for the Borrowers satisfactory to Lender, written legal opinions, each in form and substance acceptable to Lender, as to such matters as Lender shall request, including opinions than by means of (x) an amendment or supplement relating solely to the effect that offering of securities other than Shares or (iy) each of the Borrower Parties is duly formedan Issuance Supplement or (z) a Current Report on Form 8-K, validly existing, and in good standing in its state of organization andunless, in the case of each Borrower(y) or (z), reasonably requested by the Sales Agent within 30 days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus, the Company shall as soon as practicable thereafter furnish or cause to be furnished promptly to the Sales Agent written opinions of Xxxxxx X. Xxxxxx, Esq., Senior Vice President, General Counsel and Chief Compliance Officer of the Company and Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, counsel to the Company, dated the date of such amendment, supplement or incorporation and in each state where its Property is locatedform reasonably satisfactory to the Sales Agent, (i) if such counsel has previously furnished an opinion to the effect set forth in Exhibit B hereto respectively, to the effect that the Sales Agent may rely on such previously furnished opinions of such counsel (except for the opinions in paragraphs 2, 4 and 5 of Exhibit B(1) hereto and paragraph 2 of Exhibit B(2) hereto) to the same extent as though it were dated the date of such letter authorizing reliance (except that the statements in such last opinions shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or (ii) this Loan Agreement and if such counsel has not previously furnished an opinion to the Loan Documents have been duly authorizedeffect set forth in Exhibit B(1) or Exhibit B(2) hereto, executed and delivered and are enforceable in accordance with their terms subject to customary qualifications for bankruptcy, general equitable principles, and other customary assumptions and qualifications; (iii) the Deposit Account Agreement and Cash Management Agreement have been duly authorized, executed and delivered by Borrower and Manager and are enforceable in accordance with their terms and the security interests in favor of Lender in the Account Collateral have been validly created and perfected; and (iv) no Borrower, Member or General Partner would be consolidated in any bankruptcy proceeding affecting Guarantor or certain other Affiliates of the Borrower Parties specified by Lender. Also on or before the Closing Date, Lender shall have received the following legal opinions, each in form and substance acceptable to Lender: (a) same tenor as such an opinion of the Borrowers' local counsel in each state where the Properties are located as such counsel, but modified to relate to the enforceability of, Registration Statement and the creation Prospectus as amended and perfection of Liens under, the Mortgages and the Assignments of Leases and supplemented to such other matters as Lender may reasonably request; (b) [intentionally omitted]; (c) opinions of Xxxxxxxx, Xxxxxx & Finger or other Delaware legal counsel, acceptable to Lender, for each Borrower that is a single member limited liability company formed under the laws of the State of Delaware that, among other matters, (1) under Delaware law (x) the prior unanimous written consent of Member (and the unanimous written consent of the board of directors of Member including the Independent Directors, or the unanimous prior written consent of the board of managers' of each Borrower, including the Independent Directors') would be required for a voluntary bankruptcy filing by each such Borrower, (y) the prior unanimous written consent of the board of directors of Member (including the Independent Directors) would be required for a voluntary bankruptcy filing by Member, (z) such unanimous consent requirements are enforceable against Member in accordance with their terms; (2) under Delaware law the bankruptcy or dissolution of Member would not cause the dissolution of any of the Borrowers and the bankruptcy or dissolution of the sole shareholder or member would not cause the dissolution of Member; (3) under Delaware law, creditors of Member shall have no legal or equitable remedies with respect to the assets of any of the Borrowers and creditors of Guarantor shall have no legal or equitable remedies with respect to the assets of Member; and (4) a federal bankruptcy court would hold that Delaware law governs the determination of what Persons have authority to file a voluntary bankruptcy petition on behalf of each Borrower and Member; and (d) such other legal opinions as Lender may reasonably requestdate.

Opinions of Counsel. On That each time the Registration Statement or before the Closing DateProspectus is amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the offering of securities other than the Common Shares, Lender (y) an Issuance Supplement or (z) a Current Report on Form 8-K, unless reasonably requested by BNYMCM within 30 days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such amendment or supplement an “Opinion Triggering Event”), the Company shall have received from Xxxxxxas soon as practicable thereafter furnish or cause to be furnished forthwith to BNYMCM a written opinion of Xxxxxxx Xxxxxxxxxxx & Mugel, Xxxxxxx & XxxxxxLLP, LLP or other legal counsel for the Borrowers Company, dated the date of delivery and in form reasonably satisfactory to LenderBNYMCM, written legal opinions(i) if such counsel has previously furnished an opinion to the effect set forth in Exhibit B hereto, each in form and substance acceptable to Lender, as to such matters as Lender shall request, including opinions to the effect that BNYMCM may rely on such previously furnished opinion of such counsel to the same extent as though it were dated the date of such letter authorizing reliance (iexcept that the statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) each of the Borrower Parties is duly formed, validly existing, and in good standing in its state of organization and, in the case of each Borrower, in each state where its Property is located, or (ii) this Loan Agreement and if such counsel has not previously furnished an opinion to the Loan Documents have been duly authorizedeffect set forth in Exhibit B hereto, executed and delivered and are enforceable in accordance with their terms subject to customary qualifications for bankruptcy, general equitable principles, and other customary assumptions and qualifications; (iii) the Deposit Account Agreement and Cash Management Agreement have been duly authorized, executed and delivered by Borrower and Manager and are enforceable in accordance with their terms and the security interests in favor of Lender in the Account Collateral have been validly created and perfected; and (iv) no Borrower, Member or General Partner would be consolidated in any bankruptcy proceeding affecting Guarantor or certain other Affiliates of the Borrower Parties specified by Lender. Also on or before the Closing Date, Lender shall have received the following legal opinions, each in form and substance acceptable to Lender: (a) same tenor as such an opinion of the Borrowers' local such counsel in each state where the Properties are located as but modified to relate to the enforceability of, Registration Statement and the creation Prospectus as amended and perfection of Liens undersupplemented to such date; provided, however, that the Mortgages Company shall not be obligated to deliver any such opinion unless and until such time as the Assignments of Leases and such other matters as Lender may reasonably request; (b) [intentionally omitted]; (c) opinions of Xxxxxxxx, Xxxxxx & Finger or other Delaware legal counsel, acceptable to Lender, for each Borrower that is a single member limited liability company formed under the laws of the State of Delaware that, among other matters, (1) under Delaware law (x) the prior unanimous written consent of Member (and the unanimous written consent of the board of directors of Member including the Independent Directors, Company delivers an Issuance Notice or the unanimous prior written consent of the board of managers' of each Borrower, including the Independent Directors') would be required for Opinion Trigger Event occurs during a voluntary bankruptcy filing by each such Borrower, (y) the prior unanimous written consent of the board of directors of Member (including the Independent Directors) would be required for a voluntary bankruptcy filing by Member, (z) such unanimous consent requirements are enforceable against Member in accordance with their terms; (2) under Delaware law the bankruptcy or dissolution of Member would not cause the dissolution of any of the Borrowers and the bankruptcy or dissolution of the sole shareholder or member would not cause the dissolution of Member; (3) under Delaware law, creditors of Member shall have no legal or equitable remedies with respect to the assets of any of the Borrowers and creditors of Guarantor shall have no legal or equitable remedies with respect to the assets of Member; and (4) a federal bankruptcy court would hold that Delaware law governs the determination of what Persons have authority to file a voluntary bankruptcy petition on behalf of each Borrower and Member; and (d) such other legal opinions as Lender may reasonably request.Selling Period;

Opinions of Counsel. On or before the Closing Date, Lender shall have received from XxxxxxCadwalader, Xxxxxxx Xxxxxxxxxx & Xxxxxx, LLP Xxxx or other legal counsel for the Borrowers satisfactory to Lender, written legal opinions, each in form and substance acceptable to Lender, as to such matters as Lender shall request, including opinions to the effect that (i) each of the Borrower Parties is duly formed, validly existing, and in good standing in its state of organization and, in the case of each Borrower, in each state where its Property is located, (ii) this Loan Agreement and the Loan Documents have been duly authorized, executed and delivered and are enforceable in accordance with their terms subject to customary qualifications for bankruptcy, general equitable principles, and other customary assumptions and qualifications; (iii) the Deposit Account Agreement and Cash Management Agreement have been duly authorized, executed and delivered by Borrower and Manager and are enforceable in accordance with their terms and the security interests in favor of Lender in the Account Collateral have been validly created and perfected; and (iv) no Borrower, Member or General Partner would be consolidated in any bankruptcy proceeding affecting Guarantor or certain other Affiliates of the Borrower Parties specified by Lender. Also on or before the Closing Date, Lender shall have received the following legal opinions, each in form and substance acceptable to Lender: (a) an opinion of the Borrowers' local counsel in each state where the Properties are located as to the enforceability of, and the creation and perfection of Liens under, the Mortgages Deeds of Trust and the Assignments of Leases and such other matters as Lender may reasonably request; (b) [intentionally omitted]an opinion of counsel to the Cap Provider (which may be in-house counsel) that the Cap has been duly authorized, executed and delivered by the Cap Provider and is enforceable in accordance with its terms and such other matters as Lender may reasonably request; (c) opinions of Xxxxxxxx, Xxxxxx & Finger or other Delaware legal counsel, acceptable to Lender, for each Borrower that is a single member limited liability company formed under the laws of the State of Delaware that, among other matters, (1) under Delaware law (x) the prior unanimous written consent of Member (and the unanimous written consent of the board of directors of Member including the Independent Directors, or the unanimous prior written consent of the board of managers' of each Borrower, including the Independent Directors') would be required for a voluntary bankruptcy filing by each such Borrower, (y) the prior unanimous written consent of the board of directors of Member (including the Independent Directors) ), or the unanimous prior written consent of the board of managers' of each Borrower, including the Independent Directors' would be required for a voluntary bankruptcy filing by Member, (z) such unanimous consent requirements are enforceable against Member in accordance with their terms; (2) under Delaware law the bankruptcy or dissolution of Member would not cause the dissolution of any of the Borrowers and the bankruptcy or dissolution of the sole shareholder or member would not cause the dissolution of Member; (3) under Delaware law, creditors of Member shall have no legal or equitable remedies with respect to the assets of any of the Borrowers and creditors of Guarantor shall have no legal or equitable remedies with respect to the assets of Member; and (4) a federal bankruptcy court would hold that Delaware law governs the determination of what Persons have authority to file a voluntary bankruptcy petition on behalf of each Borrower and Member; and (d) such other legal opinions as Lender may reasonably request.

Opinions of Counsel. On That each time the Registration Statement or before the Closing Date, Lender shall have received from Xxxxxx, Xxxxxxx & Xxxxxx, LLP Prospectus is amended or supplemented (other legal counsel for the Borrowers satisfactory to Lender, written legal opinions, each in form and substance acceptable to Lender, as to such matters as Lender shall request, including opinions than by means of (x) an amendment or supplement relating solely to the effect that offering of securities other than Shares or (iy) each of the Borrower Parties is duly formedan Issuance Supplement or (z) a Current Report on Form 8-K, validly existing, and in good standing in its state of organization andunless, in the case of each Borrower(y) or (z), reasonably requested by BNYCMI within 30 days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus, the Company shall as soon as practicable thereafter furnish or cause to be furnished promptly to BNYCMI written opinions of Xxxxxx X. Xxxxxx, Esq., Senior Vice President, General Counsel and Chief Compliance Officer of the Company and Xxxxx Xxxxxxxxxx LLP, counsel to the Company, dated the date of such amendment, supplement or incorporation and in each state where its Property is locatedform reasonably satisfactory to BNYCMI, (i) if such counsel has previously furnished an opinion to the effect set forth in Exhibit B hereto respectively, to the effect that BNYCMI may rely on such previously furnished opinions of such counsel (except for the opinions in paragraphs 2, 3, 4, 5 and 6 of Exhibit B hereto) to the same extent as though it were dated the date of such letter authorizing reliance (except that the statements in such last opinions shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or (ii) this Loan Agreement and if such counsel has not previously furnished an opinion to the Loan Documents have been duly authorizedeffect set forth in Exhibit B hereto, executed and delivered and are enforceable in accordance with their terms subject to customary qualifications for bankruptcy, general equitable principles, and other customary assumptions and qualifications; (iii) the Deposit Account Agreement and Cash Management Agreement have been duly authorized, executed and delivered by Borrower and Manager and are enforceable in accordance with their terms and the security interests in favor of Lender in the Account Collateral have been validly created and perfected; and (iv) no Borrower, Member or General Partner would be consolidated in any bankruptcy proceeding affecting Guarantor or certain other Affiliates of the Borrower Parties specified by Lender. Also on or before the Closing Date, Lender shall have received the following legal opinions, each in form and substance acceptable to Lender: (a) same tenor as such an opinion of the Borrowers' local counsel in each state where the Properties are located as such counsel, but modified to relate to the enforceability of, Registration Statement and the creation Prospectus as amended and perfection of Liens under, the Mortgages and the Assignments of Leases and supplemented to such other matters as Lender may reasonably request; (b) [intentionally omitted]; (c) opinions of Xxxxxxxx, Xxxxxx & Finger or other Delaware legal counsel, acceptable to Lender, for each Borrower that is a single member limited liability company formed under the laws of the State of Delaware that, among other matters, (1) under Delaware law (x) the prior unanimous written consent of Member (and the unanimous written consent of the board of directors of Member including the Independent Directors, or the unanimous prior written consent of the board of managers' of each Borrower, including the Independent Directors') would be required for a voluntary bankruptcy filing by each such Borrower, (y) the prior unanimous written consent of the board of directors of Member (including the Independent Directors) would be required for a voluntary bankruptcy filing by Member, (z) such unanimous consent requirements are enforceable against Member in accordance with their terms; (2) under Delaware law the bankruptcy or dissolution of Member would not cause the dissolution of any of the Borrowers and the bankruptcy or dissolution of the sole shareholder or member would not cause the dissolution of Member; (3) under Delaware law, creditors of Member shall have no legal or equitable remedies with respect to the assets of any of the Borrowers and creditors of Guarantor shall have no legal or equitable remedies with respect to the assets of Member; and (4) a federal bankruptcy court would hold that Delaware law governs the determination of what Persons have authority to file a voluntary bankruptcy petition on behalf of each Borrower and Member; and (d) such other legal opinions as Lender may reasonably requestdate.

Opinions of Counsel. On That each time the Registration Statement or before the Closing Date, Lender shall have received from Xxxxxx, Xxxxxxx & Xxxxxx, LLP Prospectus is amended or supplemented (other legal counsel for the Borrowers satisfactory to Lender, written legal opinions, each in form and substance acceptable to Lender, as to such matters as Lender shall request, including opinions than by means of (x) an amendment or supplement relating solely to the effect that offering of securities other than the Shares, (iy) each of the Borrower Parties is duly formeda Pricing Supplement or (z) a Current Report on Form 8-K, validly existing, and in good standing in its state of organization andunless, in the case of (y) or (z) filed during a Selling Period, reasonably requested by the Sales Agent within five days of the filing thereof with the Commission; provided, that, notwithstanding the foregoing, such request must be made prior to the final Settlement Date of the applicable Selling Period), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each Borrowersuch amendment or supplement, an “Opinion Trigger Event”), the Company shall at any time selected by the Company on or following the date of such Opinion Trigger Event (except that during a Selling Period or any other period in which a prospectus relating to the Shares is required to be delivered to the Sales Agent under the Securities Act, such time shall be as soon as practicable after each state where its Property is locatedOpinion Trigger Event that occurs during such Selling Period) furnish or cause to be furnished to the Sales Agent and the Forward Seller a written opinion of Xxxxx Day, counsel to the Company, dated the date of delivery and in form reasonably satisfactory to the Sales Agent and the Forward Seller, (i) if such counsel has previously furnished an opinion to the effect set forth in Exhibit B, to the effect that the Sales Agent and the Forward Seller may rely on such previously furnished opinion of such counsel to the same extent as though it were dated the date of such letter authorizing reliance (except that the statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or (ii) this Loan Agreement and if such counsel has not previously furnished an opinion to the Loan Documents have been duly authorizedeffect set forth in Exhibit B, executed and delivered and are enforceable in accordance with their terms subject to customary qualifications for bankruptcy, general equitable principles, and other customary assumptions and qualifications; (iii) the Deposit Account Agreement and Cash Management Agreement have been duly authorized, executed and delivered by Borrower and Manager and are enforceable in accordance with their terms and the security interests in favor of Lender in the Account Collateral have been validly created and perfected; and (iv) no Borrower, Member or General Partner would be consolidated in any bankruptcy proceeding affecting Guarantor or certain other Affiliates of the Borrower Parties specified by Lender. Also on or before the Closing Date, Lender shall have received the following legal opinions, each in form and substance acceptable to Lender: (a) same tenor as such an opinion of the Borrowers' local such counsel in each state where the Properties are located as but modified to relate to the enforceability of, Registration Statement and the creation Prospectus as amended and perfection of Liens undersupplemented to such date; provided, however, that the Mortgages Company shall not be obligated to deliver any such opinion unless and until such time as the Assignments of Leases and such other matters as Lender may reasonably request; (b) [intentionally omitted]; (c) opinions of Xxxxxxxx, Xxxxxx & Finger or other Delaware legal counsel, acceptable to Lender, for each Borrower that is Company delivers a single member limited liability company formed under the laws of the State of Delaware that, among other matters, (1) under Delaware law (x) the prior unanimous written consent of Member (and the unanimous written consent of the board of directors of Member including the Independent Directors, Transaction Notice or the unanimous prior written consent of the board of managers' of each Borrower, including the Independent Directors') would be required for Opinion Trigger Event occurs during a voluntary bankruptcy filing by each such Borrower, (y) the prior unanimous written consent of the board of directors of Member (including the Independent Directors) would be required for a voluntary bankruptcy filing by Member, (z) such unanimous consent requirements are enforceable against Member in accordance with their terms; (2) under Delaware law the bankruptcy or dissolution of Member would not cause the dissolution of any of the Borrowers and the bankruptcy or dissolution of the sole shareholder or member would not cause the dissolution of Member; (3) under Delaware law, creditors of Member shall have no legal or equitable remedies with respect to the assets of any of the Borrowers and creditors of Guarantor shall have no legal or equitable remedies with respect to the assets of Member; and (4) a federal bankruptcy court would hold that Delaware law governs the determination of what Persons have authority to file a voluntary bankruptcy petition on behalf of each Borrower and Member; and (d) such other legal opinions as Lender may reasonably requestSelling Period.

Opinions of Counsel. On or before the Closing Date, Lender shall have received from Xxxxxx, Xxxxxxx & Xxxxxx, LLP or other legal counsel for the Borrowers satisfactory to Lender, written legal opinions, each in form and substance acceptable to Lender, as to such matters as Lender shall request, including opinions to the effect that (i) each of the Borrower Parties is duly formed, validly existing, and in good standing in its state of organization and, in the case of each Borrower, in each state where its Property is located, (ii) this Loan Agreement and the Loan Documents have been duly authorized, executed and delivered and are enforceable in accordance with their terms subject to customary qualifications for bankruptcy, general equitable principles, and other customary assumptions and qualifications; (iii) the Deposit Account Agreement and Cash Management Agreement have been duly authorized, executed and delivered by Borrower and Manager and are enforceable in accordance with their terms and the security interests in favor of Lender in the Account Collateral have been validly created and perfected; and (iv) no Borrower, Member or General Partner would be consolidated in any bankruptcy proceeding affecting Guarantor or certain other Affiliates of the Borrower Parties specified by Lender. Also on or before the Closing Date, Lender shall have received the following legal opinions, each in form and substance acceptable to Lender: (a) an opinion of the Borrowers' local counsel in each state where the Properties are located as to the enforceability of, and the creation and perfection of Liens under, the Mortgages and the Assignments of Leases and such other matters as Lender may reasonably request; (b) [intentionally omitted]an opinion of counsel to the Cap Provider (which may be in-house counsel) that the Cap has been duly authorized, executed and delivered by the Cap Provider and is enforceable in accordance with its terms and such other matters as Lender may reasonably request; (c) opinions of Xxxxxxxx, Xxxxxx & Finger or other Delaware legal counsel, acceptable to Lender, for each Borrower that is a single member limited liability company formed under the laws of the State of Delaware that, among other matters, (1) under Delaware law (x) the prior unanimous written consent of Member (and the unanimous written consent of the board of directors of Member including the Independent Directors, or the unanimous prior written consent of the board of managers' of each Borrower, including the Independent Directors') would be required for a voluntary bankruptcy filing by each such Borrower, (y) the prior unanimous written consent of the board of directors of Member (including the Independent Directors) would be required for a voluntary bankruptcy filing by Member, (z) such unanimous consent requirements are enforceable against Member in accordance with their terms; (2) under Delaware law the bankruptcy or dissolution of Member would not cause the dissolution of any of the Borrowers and the bankruptcy or dissolution of the sole shareholder or member would not cause the dissolution of Member; (3) under Delaware law, creditors of Member shall have no legal or equitable remedies with respect to the assets of any of the Borrowers and creditors of Guarantor shall have no legal or equitable remedies with respect to the assets of Member; and (4) a federal bankruptcy court would hold that Delaware law governs the determination of what Persons have authority to file a voluntary bankruptcy petition on behalf of each Borrower and Member; and (d) such other legal opinions as Lender may reasonably request.

Opinions of Counsel. On or before the Closing Date, Lender shall have received from Xxxxxx, Xxxxxxx & Xxxxxx, LLP or other legal counsel for the Borrowers satisfactory to Lender, written legal opinions, each in form and substance acceptable to Lender, as to such matters as Lender shall request, including opinions to the effect that (i) That each time the Registration Statement or the Prospectus is amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the Borrower Parties is duly formedoffering of securities other than the Program Shares, validly existing(y) an Issuance Supplement or (z) a Current Report on Form 8-K, and in good standing in its state of organization andunless, in the case of (y) or (z) reasonably requested by Xxxxxx Xxxxxxx within five days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each Borrowersuch date, in each state where its Property is located, a “Registration Statement Amendment Date”); or (ii) this Loan Agreement otherwise after each reasonable request by Xxxxxx Xxxxxxx (each date of any such request by Xxxxxx Xxxxxxx, an “Opinion Request Date”), the Transaction Entities shall as soon as practicable thereafter furnish or cause to be furnished as promptly as practicable thereafter to Xxxxxx Xxxxxxx written opinions and negative assurance letters (A) of Sidley Austin LLP, counsel for the Transaction Entities, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to Xxxxxx Xxxxxxx, (B) of the General Counsel of EQR, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to Xxxxxx Xxxxxxx, and (C) of Xxxxx & Xxxxxxx, LLP, counsel for Xxxxxx Xxxxxxx and the Loan Documents have been duly authorizedAlternative Sales Agents, executed dated the date of such amendment, supplement or incorporation and delivered and are enforceable in accordance with their terms subject to customary qualifications for bankruptcy, general equitable principles, and other customary assumptions and qualifications; (iii) the Deposit Account Agreement and Cash Management Agreement have been duly authorized, executed and delivered by Borrower and Manager and are enforceable in accordance with their terms and the security interests in favor of Lender in the Account Collateral have been validly created and perfected; and (iv) no Borrower, Member or General Partner would be consolidated in any bankruptcy proceeding affecting Guarantor or certain other Affiliates of the Borrower Parties specified by Lender. Also on or before the Closing Date, Lender shall have received the following legal opinions, each in form and substance acceptable reasonably satisfactory to Lender: (a) an opinion of the Borrowers' local counsel in each state where the Properties are located as to the enforceability of, and the creation and perfection of Liens under, the Mortgages and the Assignments of Leases and such other matters as Lender may reasonably request; (b) [intentionally omitted]; (c) opinions of Xxxxxxxx, Xxxxxx & Finger or other Delaware legal counsel, acceptable to Lender, for each Borrower that is a single member limited liability company formed under the laws of the State of Delaware that, among other mattersXxxxxxx, (1) under Delaware law if such counsel has previously furnished opinions and negative assurance letters to the effect set forth in Exhibits B, C and D hereto, to the effect that Xxxxxx Xxxxxxx may rely on such previously furnished opinions and negative assurance letters of such counsel to the same extent as though they were dated the date of such letter authorizing reliance (x) except that the prior unanimous written consent of Member (statements in such last opinions and negative assurance letters shall be deemed to relate to the Registration Statement and the unanimous written consent of the board of directors of Member including the Independent Directors, Prospectus as amended and supplemented to such date) or the unanimous prior written consent of the board of managers' of each Borrower, including the Independent Directors') would be required for a voluntary bankruptcy filing by each such Borrower, (y) the prior unanimous written consent of the board of directors of Member (including the Independent Directors) would be required for a voluntary bankruptcy filing by Member, (z) such unanimous consent requirements are enforceable against Member in accordance with their terms; (2) under Delaware law if such counsel has not previously furnished opinions and negative assurance letters to the bankruptcy or dissolution effect set forth in Exhibits B, C and D hereto, of Member would not cause the dissolution same tenor as such opinions and negative assurance letters of such counsel but modified to relate to the Registration Statement, the Prospectus and the General Disclosure Package (other than the offering price of any of Program Shares) as amended and supplemented to such date; provided, however, that the Borrowers and the bankruptcy or dissolution of the sole shareholder or member would not cause the dissolution of Member; (3) under Delaware law, creditors of Member Transaction Entities shall have no legal or equitable remedies the right in their sole discretion to suspend the delivery of all such opinions and negative assurance letters otherwise required by this Section 4.07 if the Transaction Entities do not expect to deliver an Issuance Notice with respect to the assets Program Shares; provided further, that the delivery of any each such opinion and negative assurance letter (dated as of the Borrowers and creditors date on which the most recent Form 10-Q or Form 10-K or, if applicable, Form 8-K was filed by EQR with the Commission) shall be a condition precedent to the delivery by EQR of Guarantor shall have no legal or equitable remedies an Issuance Notice with respect to the assets of Member; and (4) a federal bankruptcy court would hold that Delaware law governs the determination of what Persons have authority to file a voluntary bankruptcy petition on behalf of each Borrower and Member; and (d) such other legal opinions as Lender may reasonably request.Program Shares;

Opinions of Counsel. On or before the Closing Date, Lender shall have received from Xxxxxx, Xxxxxxx & Xxxxxx, LLP or other legal counsel for the Borrowers satisfactory to Lender, written legal opinions, each in form and substance acceptable to Lender, as to such matters as Lender shall request, including opinions to the effect that That (i) each time the Registration Statement or the Prospectus is amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the offering of securities other than the Common Shares, (y) an Issuance Supplement or (z) a Current Report on Form 8-K (other than a Current Report on Form 8-K containing financial statements or an earnings release or with respect to material federal income tax considerations relating to ownership of the Borrower Parties is duly formedCompany’s Common Stock), validly existing, and in good standing in its state of organization andunless, in the case of (y) or (z) reasonably requested by Xxxxxx Xxxxxxx within five (5) business days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q or a Current Report on Form 8-K containing financial statements or an earnings release or with respect to material federal income tax considerations relating to ownership of the Company’s Common Stock filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each Borrowersuch date, in each state where its Property is located, a “Registration Statement Amendment Date”) or (ii) this Loan Agreement otherwise after each reasonable request by Xxxxxx Xxxxxxx (each date of any such request by Xxxxxx Xxxxxxx, an “Opinion Request Date”), the Company shall as soon as practicable thereafter furnish or cause to be furnished as soon as practicable thereafter to Xxxxxx Xxxxxxx written opinions and negative assurance letters of the General Counsel of the Company and Xxxxxxx Procter LLP, counsel for the Company, dated the date of delivery and in form reasonably satisfactory to Xxxxxx Xxxxxxx, (i) if such counsel has previously furnished opinions and negative assurance letters to the effect set forth in Exhibits D, E, F and G hereto, to the effect that Xxxxxx Xxxxxxx may rely on such previously furnished opinions and negative assurance letters of such counsel to the same extent as though they were dated the date of such letter authorizing reliance (except that the statements in such last opinions and negative assurance letters shall be deemed to relate to the Registration Statement and the Loan Documents have been duly authorizedProspectus as amended and supplemented to such date) or (ii) of the same tenor as such opinions and negative assurance letters of such counsel as set forth in Exhibits D, executed E, F and delivered and are enforceable in accordance with their terms subject G hereto, but modified to customary qualifications for bankruptcyrelate to the Registration Statement, general equitable principles, and other customary assumptions and qualifications; (iii) the Deposit Account Agreement and Cash Management Agreement have been duly authorized, executed and delivered by Borrower and Manager and are enforceable in accordance with their terms Prospectus and the security interests in favor General Disclosure Package (other than the offering price of Lender in any shares of Common Stock) as amended and supplemented to such date; provided, however, that the Account Collateral have been validly created and perfected; and (iv) no Borrower, Member or General Partner would be consolidated in any bankruptcy proceeding affecting Guarantor or certain other Affiliates of the Borrower Parties specified by Lender. Also on or before the Closing Date, Lender Company shall have received the following legal opinionsright in its sole discretion to suspend the delivery of all such opinions and negative assurance letters otherwise required by this Section 4.06 if a Selling Period is not then in effect and the Settlement Date has occurred for all Common Shares previously sold pursuant to this Agreement; provided further, that the delivery of each in form such opinion and substance acceptable to Lender: negative assurance letter (adated as of or after the date on which the most recent such amendment or supplement was filed by the Company with the SEC) an opinion of the Borrowers' local counsel in each state where the Properties are located as shall be a condition precedent to the enforceability of, and delivery by the creation and perfection Company of Liens under, the Mortgages and the Assignments of Leases and such other matters as Lender may reasonably request; (b) [intentionally omitted]; (c) opinions of Xxxxxxxx, Xxxxxx & Finger or other Delaware legal counsel, acceptable to Lender, for each Borrower that is a single member limited liability company formed under the laws of the State of Delaware that, among other matters, (1) under Delaware law (x) the prior unanimous written consent of Member (and the unanimous written consent of the board of directors of Member including the Independent Directors, or the unanimous prior written consent of the board of managers' of each Borrower, including the Independent Directors') would be required for a voluntary bankruptcy filing by each such Borrower, (y) the prior unanimous written consent of the board of directors of Member (including the Independent Directors) would be required for a voluntary bankruptcy filing by Member, (z) such unanimous consent requirements are enforceable against Member in accordance with their terms; (2) under Delaware law the bankruptcy or dissolution of Member would not cause the dissolution of any of the Borrowers and the bankruptcy or dissolution of the sole shareholder or member would not cause the dissolution of Member; (3) under Delaware law, creditors of Member shall have no legal or equitable remedies an Issuance Notice with respect to the assets of any of the Borrowers and creditors of Guarantor shall have no legal or equitable remedies with respect to the assets of Member; and (4) a federal bankruptcy court would hold that Delaware law governs the determination of what Persons have authority to file a voluntary bankruptcy petition on behalf of each Borrower and Member; and (d) such other legal opinions as Lender may reasonably request.Common Shares;

Opinions of Counsel. On That each time the Registration Statement or before the Closing Date, Lender shall have received from Xxxxxx, Xxxxxxx & Xxxxxx, LLP Prospectus is amended or supplemented (other legal counsel for the Borrowers satisfactory to Lender, written legal opinions, each in form and substance acceptable to Lender, as to such matters as Lender shall request, including opinions than by means of (x) an amendment or supplement relating solely to the effect that offering of securities other than the Shares, (iy) each of the Borrower Parties is duly formedan Issuance Supplement or (z) a Current Report on Form 8-K, validly existing, and in good standing in its state of organization andunless, in the case of (y) or (z) filed during a Selling Period, reasonably requested by KBCM within five days of the filing thereof with the Commission; provided, that, notwithstanding the foregoing, such request must be made prior to the final Settlement Date of the applicable Selling Period), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each Borrowersuch amendment or supplement, an “Opinion Trigger Event”), the Company shall at any time selected by the Company on or following the date of such Opinion Trigger Event (except that during a Selling Period or any other period in which a prospectus relating to the Issuance Shares is required to be delivered to KBCM under the Securities Act, such time shall be as soon as practicable after each state where its Property is locatedOpinion Trigger Event that occurs during such Selling Period) furnish or cause to be furnished to KBCM a written opinion of Xxxxx Day, counsel to the Company, dated the date of delivery and in form reasonably satisfactory to KBCM, (i) if such counsel has previously furnished an opinion to the effect set forth in Exhibit B, to the effect that KBCM may rely on such previously furnished opinion of such counsel to the same extent as though it were dated the date of such letter authorizing reliance (except that the statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or (ii) this Loan Agreement and if such counsel has not previously furnished an opinion to the Loan Documents have been duly authorizedeffect set forth in Exhibit B, executed and delivered and are enforceable in accordance with their terms subject to customary qualifications for bankruptcy, general equitable principles, and other customary assumptions and qualifications; (iii) the Deposit Account Agreement and Cash Management Agreement have been duly authorized, executed and delivered by Borrower and Manager and are enforceable in accordance with their terms and the security interests in favor of Lender in the Account Collateral have been validly created and perfected; and (iv) no Borrower, Member or General Partner would be consolidated in any bankruptcy proceeding affecting Guarantor or certain other Affiliates of the Borrower Parties specified by Lender. Also on or before the Closing Date, Lender shall have received the following legal opinions, each in form and substance acceptable to Lender: (a) same tenor as such an opinion of the Borrowers' local such counsel in each state where the Properties are located as but modified to relate to the enforceability of, Registration Statement and the creation Prospectus as amended and perfection of Liens undersupplemented to such date; provided, however, that the Mortgages Company shall not be obligated to deliver any such opinion unless and until such time as the Assignments of Leases and such other matters as Lender may reasonably request; (b) [intentionally omitted]; (c) opinions of Xxxxxxxx, Xxxxxx & Finger or other Delaware legal counsel, acceptable to Lender, for each Borrower that is a single member limited liability company formed under the laws of the State of Delaware that, among other matters, (1) under Delaware law (x) the prior unanimous written consent of Member (and the unanimous written consent of the board of directors of Member including the Independent Directors, Company delivers an Issuance Notice or the unanimous prior written consent of the board of managers' of each Borrower, including the Independent Directors') would be required for Opinion Trigger Event occurs during a voluntary bankruptcy filing by each such Borrower, (y) the prior unanimous written consent of the board of directors of Member (including the Independent Directors) would be required for a voluntary bankruptcy filing by Member, (z) such unanimous consent requirements are enforceable against Member in accordance with their terms; (2) under Delaware law the bankruptcy or dissolution of Member would not cause the dissolution of any of the Borrowers and the bankruptcy or dissolution of the sole shareholder or member would not cause the dissolution of Member; (3) under Delaware law, creditors of Member shall have no legal or equitable remedies with respect to the assets of any of the Borrowers and creditors of Guarantor shall have no legal or equitable remedies with respect to the assets of Member; and (4) a federal bankruptcy court would hold that Delaware law governs the determination of what Persons have authority to file a voluntary bankruptcy petition on behalf of each Borrower and Member; and (d) such other legal opinions as Lender may reasonably requestSelling Period.

Opinions of Counsel. On or before the Closing Date, Lender shall have received from Xxxxxx, Xxxxxxx & Xxxxxx, LLP or other legal counsel for the Borrowers reasonably satisfactory to Lender, written legal opinions, each in form and substance reasonably acceptable to Lender, as to such matters as Lender shall request, including opinions to the effect that (i) each of the Borrower Parties is duly formed, validly existing, existing and in good standing in its state of organization and, in the case of each Borrower, in each state where its Property is locatedorganization, (ii) this Loan Agreement and the Loan Documents have been duly authorized, executed and delivered and are enforceable in accordance with their terms subject to customary qualifications for bankruptcy, general equitable principles, and other customary assumptions and qualifications; (iii) the Deposit Account Agreement and Cash Management Agreement have been duly authorized, executed and delivered by Borrower and Manager and are enforceable in accordance with their terms and the security interests in favor of Lender in the Account Collateral have been validly created and perfected; and (iv) no Borrowernone of the Borrowers, Member the Manager or General Partner the Guarantor would be consolidated in any bankruptcy proceeding affecting Guarantor or certain other Affiliates of the Borrower Parties specified by LenderGSI. Also on or before the Closing Date, Lender shall have received the following legal opinions, each in form and substance reasonably acceptable to Lender: (a) an opinion of the Borrowers' local counsel in each state where in which Mortgaged Properties generating five percent (5%) or more of the Operating Revenues from the Mortgaged Properties (taken as a whole) are located as to the enforceability of, and the creation and perfection of Liens under, the Mortgages and the Assignments Deeds of Leases Trust in such states and such other matters as Lender may reasonably request; (b) [intentionally omitted]; (c) opinions of Xxxxxxxx, Xxxxxx & Finger or other Delaware legal counsel, reasonably acceptable to Lender, for each Borrower of the Borrowers that is a are single member Delaware limited liability company formed under companies, for the laws of the State of Delaware Guarantor and Manager that, among other matters, (1) under Delaware law (x) the prior unanimous written consent of Member (and the unanimous written consent of the its board of directors of Member including the Independent Directors, or the unanimous prior written consent of the board of managers' of each Borrower, including the Independent Directors') would be required for a voluntary bankruptcy filing by each such Borrower, (y) the prior unanimous written consent of the board of directors of Member (including the Independent Directors) would be required for a voluntary bankruptcy filing by Membersuch Borrower, the Guarantor or Manager, (zx) such unanimous consent requirements are enforceable against Member such Borrower, Guarantor and Manager in accordance with their terms; (2) under Delaware law the bankruptcy or dissolution of Member would not cause the dissolution of any of the Borrowers and the bankruptcy or dissolution of the sole shareholder or its member would not cause the dissolution of Membersuch Borrower, the Guarantor or Manager; (3) under Delaware law, creditors of Member its member shall have no legal or equitable remedies with respect to the assets of any of such Borrower, the Borrowers and creditors of Guarantor shall have no legal or equitable remedies with respect to the assets of MemberManager; and (4) a federal bankruptcy court would hold that Delaware law governs the determination of what Persons have authority to file a voluntary bankruptcy petition on behalf of each Borrower such Borrower, the Guarantor and MemberManager; and (dc) such other legal opinions as Lender may reasonably request.

Opinions of Counsel. On The Borrower agrees that the Agent may from time to time, but not more frequently than once every calendar year absent a Default or before an Event of Default, request in writing a copy of the Closing Datemost recent letter of in-house counsel and/or outside healthcare counsel issued to the Borrower's auditors addressing any material loss contingencies as to which such counsel have devoted substantive attention. Copies of such letters shall be delivered to the Lenders within ten (10) days after request. Additionally, Lender the Borrower shall, within twenty (20) days after written request, respond to such questions that may be raised by the Agent from time to time regarding the Borrower Entities' compliance with Fraud and Abuse Laws, and shall have received from Xxxxxx, Xxxxxxx & Xxxxxx, LLP or other legal engage the assistance of the Borrower's healthcare counsel for the Borrowers satisfactory purpose of responding to Lendersuch questions if the Agent so requests. Furthermore, written in the event the aggregate revenues attributable to the Non-Opinion Subsidiaries for the four fiscal quarter period most recently ending constitutes ten percent (10%) or more of the consolidated revenues of the Borrower and its Subsidiaries for such four fiscal quarter period, the Borrower agrees that it shall cause outside counsel to provide a legal opinions, each opinion (in form and substance acceptable to Lender, as to such matters as Lender shall request, including opinions reasonably satisfactory to the effect that Agent) to the Agent within 30 days of such fiscal quarter end with respect to those Non-Opinion Subsidiaries necessary to cause the aggregate revenues attributable to the Non-Opinion Subsidiaries for the four fiscal quarter period most recently ending to be less than ten percent (i10%) each of the consolidated revenues of the Borrower Parties is duly formedand its Subsidiaries for such four fiscal quarter period. Such legal opinions shall cover, validly existingamong other things, the legality, validity, binding effect and in good standing in its state enforceability of organization and, in the case of each Borrower, in each state where its Property is located, (ii) this Loan Agreement and the Loan Documents have been duly authorized, executed and delivered and are enforceable in accordance with their terms subject to customary qualifications for bankruptcy, general equitable principles, and other customary assumptions and qualifications; (iii) the Deposit Account Agreement and Cash Management Agreement have been duly authorized, executed and delivered by Borrower and Manager and are enforceable in accordance with their terms and the security interests in favor of Lender in the Account Collateral have been validly created and perfected; and (iv) no Borrower, Member or General Partner would be consolidated in any bankruptcy proceeding affecting Guarantor or certain other Affiliates of the Borrower Parties specified by Lender. Also on or before the Closing Date, Lender shall have received the following legal opinions, each in form and substance acceptable to Lender: (a) an opinion of the Borrowers' local counsel in each state where the Properties are located as to the enforceability of, and the creation and perfection of Liens under, the Mortgages and the Assignments of Leases and such other matters as Lender may reasonably request; (b) [intentionally omitted]; (c) opinions of Xxxxxxxx, Xxxxxx & Finger or other Delaware legal counsel, acceptable to Lender, for each Borrower that is a single member limited liability company formed under the laws of the State of Delaware that, among other matters, (1) under Delaware law (x) the prior unanimous written consent of Member (and the unanimous written consent of the board of directors of Member including the Independent Directors, or the unanimous prior written consent of the board of managers' of each Borrower, including the Independent Directors') would be required for a voluntary bankruptcy filing by each such Borrower, (y) the prior unanimous written consent of the board of directors of Member (including the Independent Directors) would be required for a voluntary bankruptcy filing by Member, (z) such unanimous consent requirements are enforceable against Member in accordance with their terms; (2) under Delaware law the bankruptcy or dissolution of Member would not cause the dissolution of any of the Borrowers and the bankruptcy or dissolution of the sole shareholder or member would not cause the dissolution of Member; (3) under Delaware law, creditors of Member shall have no legal or equitable remedies with respect to the assets of any of the Borrowers and creditors of Guarantor shall have no legal or equitable remedies with respect to the assets of Member; and (4) a federal bankruptcy court would hold that Delaware law governs the determination of what Persons have authority to file a voluntary bankruptcy petition on behalf of each Borrower and Member; and (d) such other legal opinions as Lender may reasonably requestapplicable Subsidiaries.

Opinions of Counsel. On That each time the Registration Statement or before the Closing Date, Lender shall have received from Xxxxxx, Xxxxxxx & Xxxxxx, LLP Prospectus is amended or supplemented (other legal counsel for the Borrowers satisfactory to Lender, written legal opinions, each in form and substance acceptable to Lender, as to such matters as Lender shall request, including opinions than by means of (x) an amendment or supplement relating solely to the effect that offering of securities other than the Shares, (iy) each of the Borrower Parties is duly formeda Pricing Supplement or (z) a Current Report on Form 8-K, validly existing, and in good standing in its state of organization andunless, in the case of (y) or (z) filed during a Selling Period, reasonably requested by SCUSA within five days of the filing thereof with the Commission; provided, that, notwithstanding the foregoing, such request must be made prior to the final Settlement Date of the applicable Selling Period), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each Borrowersuch amendment or supplement, an “Opinion Trigger Event”), the Company shall at any time selected by the Company on or following the date of such Opinion Trigger Event (except that during a Selling Period or any other period in which a prospectus relating to the Shares is required to be delivered to SCUSA under the Securities Act, such time shall be as soon as practicable after each state where its Property is locatedOpinion Trigger Event that occurs during such Selling Period) furnish or cause to be furnished to SCUSA and the Forward Seller a written opinion of Xxxxx Day, counsel to the Company, dated the date of delivery and in form reasonably satisfactory to SCUSA and the Forward Seller, (i) if such counsel has previously furnished an opinion to the effect set forth in Exhibit B, to the effect that SCUSA and the Forward Seller may rely on such previously furnished opinion of such counsel to the same extent as though it were dated the date of such letter authorizing reliance (except that the statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or (ii) this Loan Agreement and if such counsel has not previously furnished an opinion to the Loan Documents have been duly authorizedeffect set forth in Exhibit B, executed and delivered and are enforceable in accordance with their terms subject to customary qualifications for bankruptcy, general equitable principles, and other customary assumptions and qualifications; (iii) the Deposit Account Agreement and Cash Management Agreement have been duly authorized, executed and delivered by Borrower and Manager and are enforceable in accordance with their terms and the security interests in favor of Lender in the Account Collateral have been validly created and perfected; and (iv) no Borrower, Member or General Partner would be consolidated in any bankruptcy proceeding affecting Guarantor or certain other Affiliates of the Borrower Parties specified by Lender. Also on or before the Closing Date, Lender shall have received the following legal opinions, each in form and substance acceptable to Lender: (a) same tenor as such an opinion of the Borrowers' local such counsel in each state where the Properties are located as but modified to relate to the enforceability of, Registration Statement and the creation Prospectus as amended and perfection of Liens undersupplemented to such date; provided, however, that the Mortgages Company shall not be obligated to deliver any such opinion unless and until such time as the Assignments of Leases and such other matters as Lender may reasonably request; (b) [intentionally omitted]; (c) opinions of Xxxxxxxx, Xxxxxx & Finger or other Delaware legal counsel, acceptable to Lender, for each Borrower that is Company delivers a single member limited liability company formed under the laws of the State of Delaware that, among other matters, (1) under Delaware law (x) the prior unanimous written consent of Member (and the unanimous written consent of the board of directors of Member including the Independent Directors, Transaction Notice or the unanimous prior written consent of the board of managers' of each Borrower, including the Independent Directors') would be required for Opinion Trigger Event occurs during a voluntary bankruptcy filing by each such Borrower, (y) the prior unanimous written consent of the board of directors of Member (including the Independent Directors) would be required for a voluntary bankruptcy filing by Member, (z) such unanimous consent requirements are enforceable against Member in accordance with their terms; (2) under Delaware law the bankruptcy or dissolution of Member would not cause the dissolution of any of the Borrowers and the bankruptcy or dissolution of the sole shareholder or member would not cause the dissolution of Member; (3) under Delaware law, creditors of Member shall have no legal or equitable remedies with respect to the assets of any of the Borrowers and creditors of Guarantor shall have no legal or equitable remedies with respect to the assets of Member; and (4) a federal bankruptcy court would hold that Delaware law governs the determination of what Persons have authority to file a voluntary bankruptcy petition on behalf of each Borrower and Member; and (d) such other legal opinions as Lender may reasonably requestSelling Period.

Opinions of Counsel. On That each time the Registration Statement or before the Closing DateProspectus is amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the offering of securities other than the Common Shares, Lender (y) an Issuance Supplement or (z) a Current Report on Form 8-K, unless reasonably requested by Xxxxxxx Xxxxx within 30 days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such amendment or supplement an “Opinion Triggering Event”), the Company shall have received from Xxxxxxas soon as practicable thereafter furnish or cause to be furnished forthwith to Xxxxxxx Xxxxx a written opinion of Xxxxxxx Xxxxxxxxxxx & Mugel, Xxxxxxx & XxxxxxLLP, LLP or other legal counsel for the Borrowers Company, dated the date of delivery and in form reasonably satisfactory to LenderXxxxxxx Xxxxx, written legal opinions(i) if such counsel has previously furnished an opinion to the effect set forth in Exhibit B hereto, each in form and substance acceptable to Lender, as to such matters as Lender shall request, including opinions to the effect that Xxxxxxx Xxxxx xxx rely on such previously furnished opinion of such counsel to the same extent as though it were dated the date of such letter authorizing reliance (iexcept that the statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) each of the Borrower Parties is duly formed, validly existing, and in good standing in its state of organization and, in the case of each Borrower, in each state where its Property is located, or (ii) this Loan Agreement and if such counsel has not previously furnished an opinion to the Loan Documents have been duly authorizedeffect set forth in Exhibit B hereto, executed and delivered and are enforceable in accordance with their terms subject to customary qualifications for bankruptcy, general equitable principles, and other customary assumptions and qualifications; (iii) the Deposit Account Agreement and Cash Management Agreement have been duly authorized, executed and delivered by Borrower and Manager and are enforceable in accordance with their terms and the security interests in favor of Lender in the Account Collateral have been validly created and perfected; and (iv) no Borrower, Member or General Partner would be consolidated in any bankruptcy proceeding affecting Guarantor or certain other Affiliates of the Borrower Parties specified by Lender. Also on or before the Closing Date, Lender shall have received the following legal opinions, each in form and substance acceptable to Lender: (a) same tenor as such an opinion of the Borrowers' local such counsel in each state where the Properties are located as but modified to relate to the enforceability of, Registration Statement and the creation Prospectus as amended and perfection of Liens undersupplemented to such date; provided, however, that the Mortgages Company shall not be obligated to deliver any such opinion unless and until such time as the Assignments of Leases and such other matters as Lender may reasonably request; (b) [intentionally omitted]; (c) opinions of Xxxxxxxx, Xxxxxx & Finger or other Delaware legal counsel, acceptable to Lender, for each Borrower that is a single member limited liability company formed under the laws of the State of Delaware that, among other matters, (1) under Delaware law (x) the prior unanimous written consent of Member (and the unanimous written consent of the board of directors of Member including the Independent Directors, Company delivers an Issuance Notice or the unanimous prior written consent of the board of managers' of each Borrower, including the Independent Directors') would be required for Opinion Trigger Event occurs during a voluntary bankruptcy filing by each such Borrower, (y) the prior unanimous written consent of the board of directors of Member (including the Independent Directors) would be required for a voluntary bankruptcy filing by Member, (z) such unanimous consent requirements are enforceable against Member in accordance with their terms; (2) under Delaware law the bankruptcy or dissolution of Member would not cause the dissolution of any of the Borrowers and the bankruptcy or dissolution of the sole shareholder or member would not cause the dissolution of Member; (3) under Delaware law, creditors of Member shall have no legal or equitable remedies with respect to the assets of any of the Borrowers and creditors of Guarantor shall have no legal or equitable remedies with respect to the assets of Member; and (4) a federal bankruptcy court would hold that Delaware law governs the determination of what Persons have authority to file a voluntary bankruptcy petition on behalf of each Borrower and Member; and (d) such other legal opinions as Lender may reasonably request.Selling Period;

Opinions of Counsel. On or before the Closing Date, Lender shall have received from Xxxxxx, Xxxxxxx & Xxxxxx, LLP or other legal counsel for the Borrowers satisfactory to Lender, written legal opinions, each in form and substance acceptable to Lender, as to such matters as Lender shall request, including opinions to the effect that That (i) each time the Registration Statement or the Prospectus is amended or supplemented (other than by means of (a) an amendment or supplement relating solely to the offering of securities other than the Shares, (b) an Issuance Supplement, (c) a Current Report on Form 8-K (other than a Current Report on Form 8-K containing financial statements or an earnings release or with respect to material federal income tax considerations relating to ownership of the Borrower Parties is duly formedCompany’s Common Stock), validly existing(d) a Definitive Proxy Statement on Schedule 14A or (e) a Part III-only amendment to an Annual Report on Form 10-K, and in good standing in its state of organization andunless, in the case of (a) or (b) reasonably requested by the Agent, the Forward Seller and the Forward Purchaser within five (5) Business Days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q or a Current Report on Form 8-K containing financial statements or an earnings release or with respect to material federal income tax considerations relating to ownership of the Company’s Common Stock filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each Borrowersuch date, in each state where its Property is located, a “Registration Statement Amendment Date”) or (ii) this Loan Agreement otherwise after each reasonable request by the Agent, the Forward Seller and the Loan Documents have been duly authorizedForward Purchaser (each date of any such request, executed and delivered and are enforceable in accordance with their terms subject an “Opinion Request Date”), the Company shall as soon as practicable thereafter furnish or cause to customary qualifications for bankruptcybe furnished as soon as practicable thereafter to the Agent, general equitable principles, and other customary assumptions and qualifications; (iii) the Deposit Account Agreement and Cash Management Agreement have been duly authorized, executed and delivered by Borrower and Manager and are enforceable in accordance with their terms Forward Seller and the security interests in favor of Lender in Forward Purchaser, as applicable, the Account Collateral have been validly created and perfected; and (iv) no Borrower, Member or General Partner would be consolidated in any bankruptcy proceeding affecting Guarantor or certain other Affiliates of the Borrower Parties specified by Lender. Also on or before the Closing Date, Lender shall have received the following legal opinions, each in form and substance acceptable to Lender: (a) an written opinion of the Borrowers' local Chief Legal Officer of the Company and the written opinions and negative assurance letter of Xxxxxxx Procter LLP, counsel for the Company, dated the date of delivery and in each state where the Properties are located as form reasonably satisfactory to the enforceability ofAgent, the Forward Seller and the creation Forward Purchaser, (i) if such counsel has previously furnished opinions and perfection of Liens undernegative assurance letters to the effect set forth in Exhibits D, E, F and G hereto, to the effect that the Agent, the Mortgages Forward Seller and the Assignments Forward Purchaser may rely on such previously furnished opinions and negative assurance letters of Leases such counsel to the same extent as though they were dated the date of such letter authorizing reliance (except that the statements in such last opinions and negative assurance letters shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) and any other matters as Lender may reasonably request; appropriate updates or (bii) [intentionally omitted]; (c) opinions of Xxxxxxxx, Xxxxxx & Finger or other Delaware legal counsel, acceptable to Lender, for each Borrower that is a single member limited liability company formed under the laws of the State same tenor as such opinions and negative assurance letters of Delaware thatsuch counsel as set forth in Exhibits D, among other mattersE, (1) under Delaware law (x) F and G hereto, but modified to relate to the prior unanimous written consent of Member (Registration Statement, the Prospectus and the unanimous written consent General Disclosure Package (other than the offering price of any shares of Common Stock) as amended and supplemented to such date; provided, however, that the board Company shall have the right in its sole discretion to suspend the delivery of directors of Member including all such opinions and negative assurance letters otherwise required by this Section 4.06 if a Selling Period is not then in effect and the Independent DirectorsSettlement Date has occurred for all Shares previously sold pursuant to this Agreement; provided further, or that the unanimous prior written consent of the board of managers' delivery of each Borrower, including such opinion and negative assurance letter (dated as of or after the Independent Directors'date on which the most recent such amendment or supplement was filed by the Company with the Commission) would shall be required for a voluntary bankruptcy filing condition precedent to the delivery by each such Borrower, (y) the prior unanimous written consent Company of the board of directors of Member (including the Independent Directors) would be required for a voluntary bankruptcy filing by Member, (z) such unanimous consent requirements are enforceable against Member in accordance with their terms; (2) under Delaware law the bankruptcy or dissolution of Member would not cause the dissolution of any of the Borrowers and the bankruptcy or dissolution of the sole shareholder or member would not cause the dissolution of Member; (3) under Delaware law, creditors of Member shall have no legal or equitable remedies Placement Notice with respect to the assets of any of the Borrowers and creditors of Guarantor shall have no legal or equitable remedies with respect to the assets of Member; and (4) a federal bankruptcy court would hold that Delaware law governs the determination of what Persons have authority to file a voluntary bankruptcy petition on behalf of each Borrower and Member; and (d) such other legal opinions as Lender may reasonably request.Shares;

Opinions of Counsel. On or before the Closing Date, Lender shall have received from Xxxxxx, Xxxxxxx & Xxxxxx, LLP or other legal counsel for the Borrowers satisfactory to Lender, written legal opinions, each in form and substance acceptable to Lender, as to such matters as Lender shall request, including opinions to the effect that (i) That each time the Registration Statement or the Prospectus is amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the Borrower Parties is duly formedoffering of securities other than the Common Shares, validly existing(y) an Issuance Supplement or (z) a Current Report on Form 8-K, and in good standing in its state of organization andunless, in the case of (y) or (z) reasonably requested by Deutsche Bank within five days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each Borrowersuch date, in each state where its Property is located, a “Registration Statement Amendment Date”) or (ii) this Loan Agreement otherwise after each reasonable request by Deutsche Bank (each date of any such request by Deutsche Bank, an “Opinion Request Date”), the Company shall as soon as practicable thereafter furnish or cause to be furnished as promptly as practicable thereafter to Deutsche Bank written opinions and negative assurance letters of Xxxxxxx Procter LLP, counsel for the Company, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to Deutsche Bank and of O’Melveny & Xxxxx, LLP, counsel for Deutsche Bank and the Loan Documents have been duly authorizedAlternative Sales Agents, executed dated the date of such amendment, supplement or incorporation and delivered in form reasonably satisfactory to Deutsche Bank, (i) if such counsel has previously furnished opinions and are enforceable negative assurance letters to the effect set forth in accordance with their terms subject Exhibits B, C, D and E hereto, to customary qualifications for bankruptcy, general equitable principles, the effect that Deutsche Bank may rely on such previously furnished opinions and other customary assumptions negative assurance letters of such counsel to the same extent as though they were dated the date of such letter authorizing reliance (except that the statements in such last opinions and qualifications; (iii) negative assurance letters shall be deemed to relate to the Deposit Account Agreement and Cash Management Agreement have been duly authorized, executed and delivered by Borrower and Manager and are enforceable in accordance with their terms Registration Statement and the security interests Prospectus as amended and supplemented to such date) or (ii) if such counsel has not previously furnished opinions and negative assurance letters to the effect set forth in favor of Lender in the Account Collateral have been validly created Exhibits B, C, D and perfected; and (iv) no BorrowerE hereto, Member or General Partner would be consolidated in any bankruptcy proceeding affecting Guarantor or certain other Affiliates of the Borrower Parties specified by Lender. Also on or before same tenor as such opinions and negative assurance letters of such counsel but modified to relate to the Closing DateRegistration Statement, Lender the Prospectus and the General Disclosure Package (other than the offering price of any shares of Common Stock) as amended and supplemented to such date; provided, however, that the Company shall have received the following legal opinions, each right in form its sole discretion to suspend the delivery of all such opinions and substance acceptable negative assurance letters otherwise required by this Section 4.07 if the Company does not expect to Lender: (a) deliver an opinion of the Borrowers' local counsel in each state where the Properties are located as to the enforceability of, and the creation and perfection of Liens under, the Mortgages and the Assignments of Leases and such other matters as Lender may reasonably request; (b) [intentionally omitted]; (c) opinions of Xxxxxxxx, Xxxxxx & Finger or other Delaware legal counsel, acceptable to Lender, for each Borrower that is a single member limited liability company formed under the laws of the State of Delaware that, among other matters, (1) under Delaware law (x) the prior unanimous written consent of Member (and the unanimous written consent of the board of directors of Member including the Independent Directors, or the unanimous prior written consent of the board of managers' of each Borrower, including the Independent Directors') would be required for a voluntary bankruptcy filing by each such Borrower, (y) the prior unanimous written consent of the board of directors of Member (including the Independent Directors) would be required for a voluntary bankruptcy filing by Member, (z) such unanimous consent requirements are enforceable against Member in accordance with their terms; (2) under Delaware law the bankruptcy or dissolution of Member would not cause the dissolution of any of the Borrowers and the bankruptcy or dissolution of the sole shareholder or member would not cause the dissolution of Member; (3) under Delaware law, creditors of Member shall have no legal or equitable remedies Issuance Notice with respect to the assets Common Shares; provided further, that the delivery of any each such opinion and negative assurance letter (dated as of the Borrowers and creditors date on which the most recent Form 10-Q or Form 10-K or, if applicable, Form 8-K was filed by the Company with the SEC) shall be a condition precedent to the delivery by the Company of Guarantor shall have no legal or equitable remedies an Issuance Notice with respect to the assets of Member; and (4) a federal bankruptcy court would hold that Delaware law governs the determination of what Persons have authority to file a voluntary bankruptcy petition on behalf of each Borrower and Member; and (d) such other legal opinions as Lender may reasonably request.Common Shares;

Opinions of Counsel. On or before (A) Seller shall have delivered to Buyer an opinion of Pitney, Kipp, Harden & Szuch, dated as of the Closing Date, Lender shall have received from Xxxxxx, Xxxxxxx & Xxxxxx, LLP or other legal counsel for the Borrowers satisfactory to Lender, written legal opinions, each in form and substance acceptable to Lendersaxxxxxxtorx xx Buyer, as to such matters as Lender shall request, including opinions to the effect that that: (ia) each of the Borrower Parties Seller is a corporation duly formedincorporated, validly existing, existing and in good standing in its state of organization and, in the case of each Borrower, in each state where its Property is located, (ii) this Loan Agreement and the Loan Documents have been duly authorized, executed and delivered and are enforceable in accordance with their terms subject to customary qualifications for bankruptcy, general equitable principles, and other customary assumptions and qualifications; (iii) the Deposit Account Agreement and Cash Management Agreement have been duly authorized, executed and delivered by Borrower and Manager and are enforceable in accordance with their terms and the security interests in favor of Lender in the Account Collateral have been validly created and perfected; and (iv) no Borrower, Member or General Partner would be consolidated in any bankruptcy proceeding affecting Guarantor or certain other Affiliates of the Borrower Parties specified by Lender. Also on or before the Closing Date, Lender shall have received the following legal opinions, each in form and substance acceptable to Lender: (a) an opinion of the Borrowers' local counsel in each state where the Properties are located as to the enforceability of, and the creation and perfection of Liens under, the Mortgages and the Assignments of Leases and such other matters as Lender may reasonably request; (b) [intentionally omitted]; (c) opinions of Xxxxxxxx, Xxxxxx & Finger or other Delaware legal counsel, acceptable to Lender, for each Borrower that is a single member limited liability company formed under the laws of the State of Delaware New Jersey, and Seller is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the ownership of its property or nature of its business requires such qualification and where the failure to be so qualified would have a Material Adverse Effect on Seller or the Business; (b) Seller has all necessary corporate power and authority to own, lease and operate the Business, and to enter into this Agreement, the Seller's Ancillary Documents and the documents to be delivered by Seller on the Closing Date to effect the transfer and assignment to Buyer of all right, title and interest in and to the Purchased Assets, to consummate the Sale, the Contemplated Transactions and the other transactions contemplated hereby, and to perform its obligations hereunder; (c) All corporate actions by Seller and its shareholders required in order to authorize the execution, delivery and performance of this Agreement, the Seller's Ancillary Documents and the other documents and instruments to be delivered by Seller on the Closing Date, and the consummation of the Sale the Contemplated Transactions and the other transactions contemplated hereby, have been duly and validly taken; (B) Seller shall have delivered to Buyer an opinion of Battle Fowler LLP, dated as of the Closing Date, in form and substance satisfxxxxxx to Buyer, to the effect that: (a) Each of this Agreement, among the Seller's Ancillary Documents and the other mattersagreements and documents contemplated hereby has been duly executed and delivered by Seller, constitutes the legal, valid and binding obligation of Seller, enforceable against it in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally and (ii) the general principles of equity, regardless of whether asserted in a proceeding at law or in equity; (b) Neither the execution and delivery of this Agreement by Seller nor the consummation of the Sale, the Contemplated Transactions and the other transactions contemplated hereby will (i) violate the certificate of incorporation or bylaws of Seller, (1ii) under Delaware breach, or cause a default under, any term or provision of any Contract to which Seller is a party or (iii) violate any statute or law (x) or any judgment, decree, regulation or rule of any court or Governmental Body applicable to Seller which would have a Material Adverse Effect on Seller or the prior unanimous written consent of Member (and the unanimous written consent of the board of directors of Member including the Independent DirectorsBusiness, or the unanimous prior written consent ability of Seller to consummate the board of managers' of each BorrowerSale, including the Independent Directors') would be required for a voluntary bankruptcy filing by each such Borrower, (y) the prior unanimous written consent of the board of directors of Member (including the Independent Directors) would be required for a voluntary bankruptcy filing by Member, (z) such unanimous consent requirements are enforceable against Member in accordance with their terms; (2) under Delaware law the bankruptcy or dissolution of Member would not cause the dissolution of any of the Borrowers Contemplated Transactions and the bankruptcy or dissolution of the sole shareholder or member would not cause the dissolution of Memberother transactions contemplated hereby; and (3c) under Delaware lawNo action is pending or, creditors of Member shall have no legal or equitable remedies with respect to the assets best knowledge of any of the Borrowers and creditors of Guarantor shall have no legal such counsel, threatened against Seller, or equitable remedies with respect its properties or businesses or in relation to the assets of Member; Sale and (4) a federal bankruptcy court would hold that Delaware law governs the determination of what Persons have authority to file a voluntary bankruptcy petition on behalf of each Borrower and Member; and (d) such other legal opinions as Lender may reasonably requestContemplated Transactions.

Opinions of Counsel. On That each time the Registration Statement or before the Closing DateProspectus is amended or supplemented (other than (x) an amendment or supplement relating solely to the issuance or offering of securities other than the Common Shares and (y) by an Issuance Supplement or a Current Report on Form 8-K, Lender unless reasonably requested by BNYCMI within 30 days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus, the Company shall have received from Xxxxxxas soon as practicable thereafter furnish or cause to be furnished forthwith to BNYCMI written opinions of Thomas R. Saldin, Xxxxxxx Esq., Senior Vice President, General Counsel and Sexxxxxxx xx xxx Xompany, and LeBoeuf, Lamb, Greene & XxxxxxMacRae LLP, LLP or other legal counsel for the Borrowers Company, dated the date of such xxxxxxent, xxxxlement or incorporation and in form reasonably satisfactory to LenderBNYCMI, written legal opinions(i) if such counsel has previously furnished an opinion to the effect set forth in either Exhibit B or Exhibit C hereto respectively, each in form and substance acceptable to Lender, as to such matters as Lender shall request, including opinions to the effect that BNYCMI may rely on such previously furnished opinions of such counsel to the same extent as though it were dated the date of such letter authorizing reliance (iexcept that the statements in such last opinions shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) each of the Borrower Parties is duly formed, validly existing, and in good standing in its state of organization and, in the case of each Borrower, in each state where its Property is located, or (ii) this Loan Agreement and if such counsel has not previously furnished an opinion to the Loan Documents have been duly authorizedeffect set forth in either Exhibit B or Exhibit C hereto respectively, executed and delivered and are enforceable in accordance with their terms subject to customary qualifications for bankruptcy, general equitable principles, and other customary assumptions and qualifications; (iii) the Deposit Account Agreement and Cash Management Agreement have been duly authorized, executed and delivered by Borrower and Manager and are enforceable in accordance with their terms and the security interests in favor of Lender in the Account Collateral have been validly created and perfected; and (iv) no Borrower, Member or General Partner would be consolidated in any bankruptcy proceeding affecting Guarantor or certain other Affiliates of the Borrower Parties specified by Lender. Also on or before the Closing Date, Lender shall have received the following legal opinions, each in form and substance acceptable to Lender: (a) same tenor as such an opinion of the Borrowers' local such counsel in each state where the Properties are located as but modified to relate to the enforceability of, Registration Statement and the creation Prospectus as amended and perfection of Liens under, the Mortgages and the Assignments of Leases and supplemented to such other matters as Lender may reasonably request; (b) [intentionally omitted]; (c) opinions of Xxxxxxxx, Xxxxxx & Finger or other Delaware legal counsel, acceptable to Lender, for each Borrower that is a single member limited liability company formed under the laws of the State of Delaware that, among other matters, (1) under Delaware law (x) the prior unanimous written consent of Member (and the unanimous written consent of the board of directors of Member including the Independent Directors, or the unanimous prior written consent of the board of managers' of each Borrower, including the Independent Directors') would be required for a voluntary bankruptcy filing by each such Borrower, (y) the prior unanimous written consent of the board of directors of Member (including the Independent Directors) would be required for a voluntary bankruptcy filing by Member, (z) such unanimous consent requirements are enforceable against Member in accordance with their terms; (2) under Delaware law the bankruptcy or dissolution of Member would not cause the dissolution of any of the Borrowers and the bankruptcy or dissolution of the sole shareholder or member would not cause the dissolution of Member; (3) under Delaware law, creditors of Member shall have no legal or equitable remedies with respect to the assets of any of the Borrowers and creditors of Guarantor shall have no legal or equitable remedies with respect to the assets of Member; and (4) a federal bankruptcy court would hold that Delaware law governs the determination of what Persons have authority to file a voluntary bankruptcy petition on behalf of each Borrower and Member; and (d) such other legal opinions as Lender may reasonably requestdate.

Opinions of Counsel. On or before The Purchasers shall have received (a) from Mxxxx & Vxx Xxxxx, PLLC, special legal counsel for the Company, a favorable opinion as of the Closing Date, Lender shall have received from Xxxxxxto the effect that: (i) the Company is duly organized as a corporation under the DGCL; (ii) the Company is validly existing and in good standing in the jurisdiction of its incorporation and has the requisite corporate power to own or lease and operate its property, Xxxxxxx & Xxxxxx, LLP or other legal counsel for and to carry on its business as currently conducted; (iii) the Borrowers satisfactory to Lender, written legal opinions, each in form and substance acceptable to Lender, as to such matters as Lender shall requestissuance of the Preferred Stock, including opinions the issuance of Preferred Stock as preferential dividends pursuant to the Series B Designation, has been duly authorized by all corporate action required under the Company's Organizational Documents; (iv) the Series B Designation has been duly authorized by all corporate action required under the Company's Organizational Documents and filed with the Secretary of State of Delaware; (v) upon issuance at the Closing, the Preferred Stock will be validly issued, fully paid and nonassessable, and will not have been issued in violation of or be subject to any preemptive rights, and the issuance of the shares of Common Stock issuable upon conversion of the Preferred Stock has been duly authorized and such shares have been duly reserved for issuance, and upon issuance will be validly issued, fully paid and nonassessable, and will not have been issued in violation of or be subject to any preemptive rights; and (b) from Sxxxxxx Berlin Shereff Fxxxxxxx, LLP, special regulatory counsel to the Company, a favorable opinion as of the Closing Date, to the effect that (i) each no consents or approvals of the Borrower Parties is duly formed, validly existing, FCC or any PUC are required for the purchase of the Preferred Stock pursuant to this Agreement and in good standing in its state of organization and, in the case of each Borrower, in each state where its Property is located, (ii) this Loan Agreement and the Loan Documents have been duly authorized, executed and delivered and are enforceable in accordance with their terms subject to customary qualifications for bankruptcy, general equitable principles, and other customary assumptions and qualifications; (iii) the Deposit Account Agreement and Cash Management Agreement have been duly authorized, executed and delivered by Borrower and Manager and are enforceable in accordance with their terms and the security interests in favor of Lender in the Account Collateral have been validly created and perfected; and (iv) no Borrower, Member or General Partner would be consolidated in any bankruptcy proceeding affecting Guarantor or certain other Affiliates purchase of the Borrower Parties specified by Lender. Also on Preferred Stock pursuant to this Agreement will not, in and of itself, subject the Purchasers to regulation as common carriers or before telephone companies under the Closing Date, Lender shall have received Communications Act (as defined in such opinion) in those states in which the following legal opinions, each in form Company and substance acceptable its Subsidiaries are certified to Lender: (a) an opinion operate as of the Borrowers' local counsel in each state where the Properties are located as to the enforceability of, and the creation and perfection of Liens under, the Mortgages and the Assignments of Leases and such other matters as Lender may reasonably request; (b) [intentionally omitted]; (c) opinions of Xxxxxxxx, Xxxxxx & Finger or other Delaware legal counsel, acceptable to Lender, for each Borrower that is a single member limited liability company formed under the laws of the State of Delaware that, among other matters, (1) under Delaware law (x) the prior unanimous written consent of Member (and the unanimous written consent of the board of directors of Member including the Independent Directors, or the unanimous prior written consent of the board of managers' of each Borrower, including the Independent Directors') would be required for a voluntary bankruptcy filing by each such Borrower, (y) the prior unanimous written consent of the board of directors of Member (including the Independent Directors) would be required for a voluntary bankruptcy filing by Member, (z) such unanimous consent requirements are enforceable against Member in accordance with their terms; (2) under Delaware law the bankruptcy or dissolution of Member would not cause the dissolution of any of the Borrowers and the bankruptcy or dissolution of the sole shareholder or member would not cause the dissolution of Member; (3) under Delaware law, creditors of Member shall have no legal or equitable remedies with respect to the assets of any of the Borrowers and creditors of Guarantor shall have no legal or equitable remedies with respect to the assets of Member; and (4) a federal bankruptcy court would hold that Delaware law governs the determination of what Persons have authority to file a voluntary bankruptcy petition on behalf of each Borrower and Member; and (d) such other legal opinions as Lender may reasonably requestClosing.

Opinions of Counsel. On That each time the Registration Statement or before the Closing DateProspectus is amended or supplemented (other than by an Issuance Supplement or a Current Report on Form 8-K, Lender unless reasonably requested by BNYMCM within 30 days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus, the Company shall have received from Xxxxxxat any time selected by the Company furnish or cause to be furnished forthwith to BNYMCM (a) a written opinion and negative assurance letter of Xxxxxx X. Xxxxxxx, General Counsel of the Company, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to BNYMCM, (b) a written opinion and negative assurance letter of Xxxxxxx Xxxxxxx & XxxxxxXxxxxxxx LLP, LLP or other legal counsel for the Borrowers Company, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to LenderBNYMCM, (c) a written legal opinionsopinion of Xxxxxx Xxxxxxx PLLC, each Michigan counsel for the Company, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to BNYMCM, and substance acceptable (d) a written opinion of Xxxxxx, Xxxxx & Xxxxxxxx, P.C., federal energy regulatory counsel for the Company, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to LenderBNYMCM, as to (i) if such matters as Lender shall request, including counsel has previously furnished opinions to the effect set forth in Exhibit X-0, Xxxxxxx X-0, Exhibit C-1, Exhibit C-2, Exhibit D and Exhibit E attached hereto, to the effect that BNYMCM may rely on such previously furnished opinions of such counsel to the same extent as though they were dated the date of such letters authorizing reliance (iexcept that the statements in such last opinions shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) each of the Borrower Parties is duly formed, validly existing, and in good standing in its state of organization and, in the case of each Borrower, in each state where its Property is located, or (ii) this Loan Agreement if such counsel has not previously furnished opinions to the effect set forth in Exhibit X-0, Xxxxxxx X-0, Exhibit C-1, Exhibit C-2, Exhibit D and Exhibit E attached hereto, of the same tenor as such opinions of such counsel but modified to relate to the Registration Statement and the Loan Documents have been duly authorizedProspectus as amended and supplemented to such date; provided, executed and delivered and are enforceable in accordance with their terms subject to customary qualifications for bankruptcyhowever, general equitable principles, and other customary assumptions and qualifications; (iii) that the Deposit Account Agreement and Cash Management Agreement have been duly authorized, executed and delivered by Borrower and Manager and are enforceable in accordance with their terms and the security interests in favor of Lender in the Account Collateral have been validly created and perfected; and (iv) no Borrower, Member or General Partner would be consolidated in any bankruptcy proceeding affecting Guarantor or certain other Affiliates of the Borrower Parties specified by Lender. Also on or before the Closing Date, Lender Company shall have received the following legal opinions, each right in form and substance acceptable its sole discretion to Lender: (a) suspend the delivery of all such opinions otherwise required by this Section 4.07 if the Company does not expect to deliver an opinion of the Borrowers' local counsel in each state where the Properties are located as to the enforceability of, and the creation and perfection of Liens under, the Mortgages and the Assignments of Leases and such other matters as Lender may reasonably request; (b) [intentionally omitted]; (c) opinions of Xxxxxxxx, Xxxxxx & Finger or other Delaware legal counsel, acceptable to Lender, for each Borrower that is a single member limited liability company formed under the laws of the State of Delaware that, among other matters, (1) under Delaware law (x) the prior unanimous written consent of Member (and the unanimous written consent of the board of directors of Member including the Independent Directors, or the unanimous prior written consent of the board of managers' of each Borrower, including the Independent Directors') would be required for a voluntary bankruptcy filing by each such Borrower, (y) the prior unanimous written consent of the board of directors of Member (including the Independent Directors) would be required for a voluntary bankruptcy filing by Member, (z) such unanimous consent requirements are enforceable against Member in accordance with their terms; (2) under Delaware law the bankruptcy or dissolution of Member would not cause the dissolution of any of the Borrowers and the bankruptcy or dissolution of the sole shareholder or member would not cause the dissolution of Member; (3) under Delaware law, creditors of Member shall have no legal or equitable remedies Issuance Notice with respect to the assets Common Shares; provided further, that the delivery of any all such opinions shall be a condition precedent to the delivery by the Company of the Borrowers and creditors of Guarantor shall have no legal or equitable remedies an Issuance Notice with respect to the assets of Member; and (4) a federal bankruptcy court would hold that Delaware law governs the determination of what Persons have authority to file a voluntary bankruptcy petition on behalf of each Borrower and Member; and (d) such other legal opinions as Lender may reasonably requestCommon Shares.

Opinions of Counsel. On or before the Closing Date, Lender shall have received from Xxxxxx, Xxxxxxx & Xxxxxx, LLP or other legal counsel for the Borrowers satisfactory to Lender, written legal opinions, each in form and substance acceptable to Lender, as to such matters as Lender shall request, including opinions to the effect that (i) That each time the Registration Statement or the Prospectus is amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the Borrower Parties is duly formedoffering of securities other than the Shares, validly existing(y) a Pricing Supplement or (z) a Current Report on Form 8-K, and in good standing in its state of organization andunless, in the case of (y) or (z) reasonably requested by Sales Agent, the Forward Seller or the Forward Purchaser within five days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each Borrowersuch date, in each state where its Property is located, a “Registration Statement Amendment Date”) or (ii) this Loan Agreement otherwise after each reasonable request by Sales Agent, the Forward Seller or the Forward Purchaser, as the case may be (each date of any such request by Sales Agent, the Forward Seller or the Forward Purchaser, an “Opinion Request Date”), the Company shall as soon as practicable thereafter furnish or cause to be furnished as promptly as practicable thereafter to Sales Agent, the Forward Seller and the Loan Documents have been duly authorizedForward Purchaser written opinions and negative assurance letters of Xxxxxxx Procter LLP, executed counsel for the Company, dated the date of such amendment, supplement or incorporation and delivered in form reasonably satisfactory to Sales Agent, the Forward Seller and are enforceable in accordance with their terms subject to customary qualifications for bankruptcy, general equitable principlesthe Forward Purchaser, and other customary assumptions and qualifications; (iii) of Xxxxxxx Xxxxx, Pennsylvania counsel to the Deposit Account Agreement and Cash Management Agreement have been duly authorizedCompany, executed and delivered by Borrower and Manager and are enforceable in accordance with their terms and the security interests in favor of Lender in the Account Collateral have been validly created and perfected; and (iv) no Borrower, Member or General Partner would be consolidated in any bankruptcy proceeding affecting Guarantor or certain other Affiliates dated as of the Borrower Parties specified by Lender. Also on date of such amendment, supplement or before the Closing Date, Lender shall have received the following legal opinions, each incorporation and in form and substance acceptable reasonably satisfactory to Lender: Sales Agent, the Forward Seller and the Forward Purchaser and of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for Sales Agent, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to Sales Agent, the Forward Seller and the Forward Purchaser, (a) an opinion of the Borrowers' local if such counsel in each state where the Properties are located as has previously furnished opinions and negative assurance letters required pursuant to Sections 2.02(ii), (iii), (iv) and (v) hereof, to the enforceability ofeffect that Sales Agent, the Forward Seller and the creation Forward Purchaser may rely on such previously furnished opinions and perfection negative assurance letters of Liens under, such counsel to the Mortgages same extent as though they were dated the date of such letter authorizing reliance (except that the statements in such last opinions and negative assurance letters shall be deemed to relate to the Registration Statement and the Assignments of Leases Prospectus as amended and supplemented to such other matters as Lender may reasonably request; date) or (b) [intentionally omitted]; if such counsel has not previously furnished opinions and negative assurance letters required pursuant to Sections 2.02(ii), (ciii), (iv) opinions of Xxxxxxxxand (v) hereof, Xxxxxx & Finger or other Delaware legal counsel, acceptable to Lender, for each Borrower that is a single member limited liability company formed under the laws of the State same tenor as such opinions and negative assurance letters of Delaware thatsuch counsel but modified to relate to the Registration Statement, among other matters, (1) under Delaware law (x) the prior unanimous written consent of Member (Prospectus and the unanimous written consent of General Disclosure Package (other than the board of directors of Member including the Independent Directors, or the unanimous prior written consent of the board of managers' of each Borrower, including the Independent Directors') would be required for a voluntary bankruptcy filing by each such Borrower, (y) the prior unanimous written consent of the board of directors of Member (including the Independent Directors) would be required for a voluntary bankruptcy filing by Member, (z) such unanimous consent requirements are enforceable against Member in accordance with their terms; (2) under Delaware law the bankruptcy or dissolution of Member would not cause the dissolution offering price of any shares of Common Stock) as amended and supplemented to such date; provided, however, that the Borrowers and the bankruptcy or dissolution of the sole shareholder or member would not cause the dissolution of Member; (3) under Delaware law, creditors of Member Company shall have no legal or equitable remedies the right in its sole discretion to suspend the delivery of all such opinions and negative assurance letters otherwise required by this Section 4.07 if the Company does not expect to deliver a Transaction Notice with respect to the assets Shares; provided further, that the delivery of any each such opinion and negative assurance letter (dated as of the Borrowers and creditors date on which the most recent Form 10-Q or Form 10-K or, if applicable, Form 8-K was filed by the Company with the Commission) shall be a condition precedent to the delivery by the Company of Guarantor shall have no legal or equitable remedies a Transaction Notice with respect to the assets of Member; and (4) a federal bankruptcy court would hold that Delaware law governs the determination of what Persons have authority to file a voluntary bankruptcy petition on behalf of each Borrower and Member; and (d) such other legal opinions as Lender may reasonably requestShares.

Opinions of Counsel. On (i) Prior to or before at the Closing first delivery of an Issuance Notice, and each time the Registration Statement or the Prospectus is amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency Agreements, or (y) a Current Report on Form 8-K, unless, filed during a Selling Period and reasonably requested by DBSI within five days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such date, a “Registration Statement Amendment Date”) or (ii) otherwise after each reasonable request by DBSI (each date of any such request by DBSI, Lender an “Opinion Request Date”), the Company shall have received from Xxxxxxas soon as practicable thereafter furnish or cause to be furnished to DBSI a written opinion of Xxxxxx Xxxxxxxx LLP, Xxxxxxx & Xxxxxx, LLP or other legal counsel for the Borrowers Company, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to LenderDBSI, written legal opinions(i) if such counsel has previously furnished an opinion to the effect set forth in Exhibit B hereto, each in form and substance acceptable to Lender, as to such matters as Lender shall request, including opinions to the effect that DBSI may rely on such previously furnished opinion of such counsel to the same extent as though they were dated the date of such letter authorizing reliance (iexcept that the statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) each of the Borrower Parties is duly formed, validly existing, and in good standing in its state of organization and, in the case of each Borrower, in each state where its Property is located, or (ii) this Loan Agreement if such counsel has not previously furnished an opinion to the effect set forth in Exhibit B hereto, of the same tenor as such opinion of such counsel but modified to relate to the Registration Statement, the Prospectus and the Loan Documents have been duly authorizedGeneral Disclosure Package (other than the offering price of any Common Shares) as amended and supplemented to such date; provided, executed and delivered and are enforceable in accordance with their terms subject to customary qualifications for bankruptcyhowever, general equitable principles, and other customary assumptions and qualifications; (iii) that the Deposit Account Agreement and Cash Management Agreement have been duly authorized, executed and delivered by Borrower and Manager and are enforceable in accordance with their terms and the security interests in favor of Lender in the Account Collateral have been validly created and perfected; and (iv) no Borrower, Member or General Partner would be consolidated in any bankruptcy proceeding affecting Guarantor or certain other Affiliates of the Borrower Parties specified by Lender. Also on or before the Closing Date, Lender Company shall have received the following legal opinions, each right in form and substance acceptable its sole discretion to Lender: (a) suspend the delivery of all such opinions otherwise required by this Section 4.07 if the Company does not expect to deliver an opinion of the Borrowers' local counsel in each state where the Properties are located as to the enforceability of, and the creation and perfection of Liens under, the Mortgages and the Assignments of Leases and such other matters as Lender may reasonably request; (b) [intentionally omitted]; (c) opinions of Xxxxxxxx, Xxxxxx & Finger or other Delaware legal counsel, acceptable to Lender, for each Borrower that is a single member limited liability company formed under the laws of the State of Delaware that, among other matters, (1) under Delaware law (x) the prior unanimous written consent of Member (and the unanimous written consent of the board of directors of Member including the Independent Directors, or the unanimous prior written consent of the board of managers' of each Borrower, including the Independent Directors') would be required for a voluntary bankruptcy filing by each such Borrower, (y) the prior unanimous written consent of the board of directors of Member (including the Independent Directors) would be required for a voluntary bankruptcy filing by Member, (z) such unanimous consent requirements are enforceable against Member in accordance with their terms; (2) under Delaware law the bankruptcy or dissolution of Member would not cause the dissolution of any of the Borrowers and the bankruptcy or dissolution of the sole shareholder or member would not cause the dissolution of Member; (3) under Delaware law, creditors of Member shall have no legal or equitable remedies Issuance Notice with respect to the assets Common Shares; and provided, further, that the delivery of any each such opinion (dated on or prior to the date of such Issuance Notice) shall be a condition precedent to the Borrowers and creditors delivery by the Company of Guarantor shall have no legal or equitable remedies an Issuance Notice with respect to the assets of Member; and (4) a federal bankruptcy court would hold that Delaware law governs the determination of what Persons have authority to file a voluntary bankruptcy petition on behalf of each Borrower and Member; and (d) such other legal opinions as Lender may reasonably request.Common Shares;

Opinions of Counsel. On That each time the Registration Statement or before the Closing DateProspectus is amended or supplemented (other than by an Issuance Supplement or a Current Report on Form 8-K, Lender unless reasonably requested by BNYCMI within 30 days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such amendment or supplement, an “Opinion Trigger Event”), the Company shall have received from Xxxxxxat any time selected by the Company on or following the date of such Opinion Trigger Event (except that during a Selling Period or any other period in which a prospectus relating to the Issuance Shares is required to be delivered by BNYCMI under the Securities Act, Xxxxxxx such time shall be no later than one Trading Day after each Opinion Trigger Event that occurs during such period; and provided that in any case delivery shall be a condition to the delivery of an Issuance Notice) furnish or cause to be furnished forthwith to BNYCMI a written opinion of Xxxxxxxx & XxxxxxXxxxxxxx LLP, LLP or other legal counsel for the Borrowers Company, and Xxxxxx X. Xxxxxxx, Assistant General Counsel of the Company, in each case dated the date of delivery and in form reasonably satisfactory to LenderBNYCMI, written legal opinions(i) if such counsel has previously furnished an opinion to the effect set forth in Exhibit B1 or B2 hereto (as applicable), each in form and substance acceptable to Lender, as to such matters as Lender shall request, including opinions to the effect that BNYCMI may rely on such previously furnished opinion of such counsel to the same extent as though it were dated the date of such letter authorizing reliance (iexcept that the statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) each of the Borrower Parties is duly formed, validly existing, and in good standing in its state of organization and, in the case of each Borrower, in each state where its Property is located, or (ii) this Loan Agreement and if such counsel has not previously furnished an opinion to the Loan Documents have been duly authorizedeffect set forth in Exhibit B1 or B2 hereto (as applicable), executed and delivered and are enforceable in accordance with their terms subject to customary qualifications for bankruptcy, general equitable principles, and other customary assumptions and qualifications; (iii) the Deposit Account Agreement and Cash Management Agreement have been duly authorized, executed and delivered by Borrower and Manager and are enforceable in accordance with their terms and the security interests in favor of Lender in the Account Collateral have been validly created and perfected; and (iv) no Borrower, Member or General Partner would be consolidated in any bankruptcy proceeding affecting Guarantor or certain other Affiliates of the Borrower Parties specified by Lender. Also on or before the Closing Date, Lender shall have received the following legal opinions, each in form and substance acceptable to Lender: (a) same tenor as such an opinion of the Borrowers' local such counsel in each state where the Properties are located as but modified to relate to the enforceability of, Registration Statement and the creation Prospectus as amended and perfection of Liens under, the Mortgages and the Assignments of Leases and supplemented to such other matters as Lender may reasonably request; (b) [intentionally omitted]; (c) opinions of Xxxxxxxx, Xxxxxx & Finger or other Delaware legal counsel, acceptable to Lender, for each Borrower that is a single member limited liability company formed under the laws of the State of Delaware that, among other matters, (1) under Delaware law (x) the prior unanimous written consent of Member (and the unanimous written consent of the board of directors of Member including the Independent Directors, or the unanimous prior written consent of the board of managers' of each Borrower, including the Independent Directors') would be required for a voluntary bankruptcy filing by each such Borrower, (y) the prior unanimous written consent of the board of directors of Member (including the Independent Directors) would be required for a voluntary bankruptcy filing by Member, (z) such unanimous consent requirements are enforceable against Member in accordance with their terms; (2) under Delaware law the bankruptcy or dissolution of Member would not cause the dissolution of any of the Borrowers and the bankruptcy or dissolution of the sole shareholder or member would not cause the dissolution of Member; (3) under Delaware law, creditors of Member shall have no legal or equitable remedies with respect to the assets of any of the Borrowers and creditors of Guarantor shall have no legal or equitable remedies with respect to the assets of Member; and (4) a federal bankruptcy court would hold that Delaware law governs the determination of what Persons have authority to file a voluntary bankruptcy petition on behalf of each Borrower and Member; and (d) such other legal opinions as Lender may reasonably requestdate.

Opinions of Counsel. On or before the Closing Date, Lender shall have received from Xxxxxx, Xxxxxxx & Xxxxxx, LLP or other legal counsel for the Borrowers satisfactory to Lender, written legal opinions, each in form and substance acceptable to Lender, as to such matters as Lender shall request, including opinions to the effect that (i) That each time the Registration Statement or the Prospectus is amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the Borrower Parties is duly formedoffering of securities other than the Program Shares, validly existing(y) an Issuance Supplement or (z) a Current Report on Form 8-K, and in good standing in its state of organization andunless, in the case of (y) or (z) reasonably requested by Xxxxxxx Xxxxx within five days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each Borrowersuch date, in each state where its Property is located, a “Registration Statement Amendment Date”); or (ii) this Loan Agreement otherwise after each reasonable request by Xxxxxxx Xxxxx (each date of any such request by Xxxxxxx Xxxxx, an “Opinion Request Date”), the Transaction Entities shall as soon as practicable thereafter furnish or cause to be furnished as promptly as practicable thereafter to Xxxxxxx Xxxxx written opinions and negative assurance letters (A) of DLA Piper LLP (US), counsel for the Transaction Entities, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to Xxxxxxx Xxxxx, (B) of the General Counsel of EQR, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to Xxxxxxx Xxxxx, and (C) of Xxxxxxxx & Xxxxxxxx LLP, counsel for Xxxxxxx Xxxxx and the Loan Documents have been duly authorizedAlternative Sales Agents, executed dated the date of such amendment, supplement or incorporation and delivered and are enforceable in accordance with their terms subject to customary qualifications for bankruptcy, general equitable principles, and other customary assumptions and qualifications; (iii) the Deposit Account Agreement and Cash Management Agreement have been duly authorized, executed and delivered by Borrower and Manager and are enforceable in accordance with their terms and the security interests in favor of Lender in the Account Collateral have been validly created and perfected; and (iv) no Borrower, Member or General Partner would be consolidated in any bankruptcy proceeding affecting Guarantor or certain other Affiliates of the Borrower Parties specified by Lender. Also on or before the Closing Date, Lender shall have received the following legal opinions, each in form and substance acceptable reasonably satisfactory to Lender: (a) an opinion of the Borrowers' local counsel in each state where the Properties are located as to the enforceability of, and the creation and perfection of Liens under, the Mortgages and the Assignments of Leases and such other matters as Lender may reasonably request; (b) [intentionally omitted]; (c) opinions of Xxxxxxxx, Xxxxxx & Finger or other Delaware legal counsel, acceptable to Lender, for each Borrower that is a single member limited liability company formed under the laws of the State of Delaware that, among other mattersXxxxxxx Xxxxx, (1) under Delaware law if such counsel has previously furnished opinions and negative assurance letters to the effect set forth in Exhibits B, C and D hereto, to the effect that Xxxxxxx Xxxxx may rely on such previously furnished opinions and negative assurance letters of such counsel to the same extent as though they were dated the date of such letter authorizing reliance (x) except that the prior unanimous written consent of Member (statements in such last opinions and negative assurance letters shall be deemed to relate to the Registration Statement and the unanimous written consent of the board of directors of Member including the Independent Directors, Prospectus as amended and supplemented to such date) or the unanimous prior written consent of the board of managers' of each Borrower, including the Independent Directors') would be required for a voluntary bankruptcy filing by each such Borrower, (y) the prior unanimous written consent of the board of directors of Member (including the Independent Directors) would be required for a voluntary bankruptcy filing by Member, (z) such unanimous consent requirements are enforceable against Member in accordance with their terms; (2) under Delaware law if such counsel has not previously furnished opinions and negative assurance letters to the bankruptcy or dissolution effect set forth in Exhibits B, C and D hereto, of Member would not cause the dissolution same tenor as such opinions and negative assurance letters of such counsel but modified to relate to the Registration Statement, the Prospectus and the General Disclosure Package (other than the offering price of any of Program Shares) as amended and supplemented to such date; provided, however, that the Borrowers and the bankruptcy or dissolution of the sole shareholder or member would not cause the dissolution of Member; (3) under Delaware law, creditors of Member Transaction Entities shall have no legal or equitable remedies the right in their sole discretion to suspend the delivery of all such opinions and negative assurance letters otherwise required by this Section 4.07 if the Transaction Entities do not expect to deliver an Issuance Notice with respect to the assets Program Shares; provided further, that, in the event the Transactions Entities have suspended the delivery of any such opinions and negative assurance letters pursuant to the terms of this Section 4.07, the delivery of the Borrowers opinions and creditors negative assurance letters required by this Section 4.07, dated as of Guarantor the date of their delivery, shall have no legal or equitable remedies be a condition precedent to the delivery by EQR of an Issuance Notice with respect to the assets of Member; and (4) a federal bankruptcy court would hold that Delaware law governs the determination of what Persons have authority to file a voluntary bankruptcy petition on behalf of each Borrower and Member; and (d) such other legal opinions as Lender may reasonably request.Program Shares;

Opinions of Counsel. On or before the Closing Date, Lender shall have received from Xxxxxx, Xxxxxxx & Xxxxxx, LLP or other legal counsel for the Borrowers satisfactory to Lender, written legal opinions, each in form and substance acceptable to Lender, as to such matters as Lender shall request, including opinions to the effect that (i) That each time the Registration Statement or the Prospectus is amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the Borrower Parties is duly formedoffering of securities other than the Program Shares, validly existing(y) an Issuance Supplement or (z) a Current Report on Form 8-K, and in good standing in its state of organization andunless, in the case of (y) or (z) reasonably requested by BNYMCM within five days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each Borrowersuch date, in each state where its Property is located, a “Registration Statement Amendment Date”); or (ii) this Loan Agreement otherwise after each reasonable request by BNYMCM (each date of any such request by BNYMCM, an “Opinion Request Date”), the Transaction Entities shall as soon as practicable thereafter furnish or cause to be furnished as promptly as practicable thereafter to BNYMCM written opinions and negative assurance letters (A) of DLA Piper LLP (US), counsel for the Transaction Entities, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to BNYMCM, (B) of the General Counsel of EQR, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to BNYMCM, and (C) of Xxxxxxxx & Xxxxxxxx LLP, counsel for BNYMCM and the Loan Documents have been duly authorizedAlternative Sales Agents, executed dated the date of such amendment, supplement or incorporation and delivered and are enforceable in accordance with their terms subject to customary qualifications for bankruptcy, general equitable principles, and other customary assumptions and qualifications; (iii) the Deposit Account Agreement and Cash Management Agreement have been duly authorized, executed and delivered by Borrower and Manager and are enforceable in accordance with their terms and the security interests in favor of Lender in the Account Collateral have been validly created and perfected; and (iv) no Borrower, Member or General Partner would be consolidated in any bankruptcy proceeding affecting Guarantor or certain other Affiliates of the Borrower Parties specified by Lender. Also on or before the Closing Date, Lender shall have received the following legal opinions, each in form and substance acceptable reasonably satisfactory to Lender: (a) an opinion of the Borrowers' local counsel in each state where the Properties are located as to the enforceability of, and the creation and perfection of Liens under, the Mortgages and the Assignments of Leases and such other matters as Lender may reasonably request; (b) [intentionally omitted]; (c) opinions of Xxxxxxxx, Xxxxxx & Finger or other Delaware legal counsel, acceptable to Lender, for each Borrower that is a single member limited liability company formed under the laws of the State of Delaware that, among other mattersBNYMCM, (1) under Delaware law if such counsel has previously furnished opinions and negative assurance letters to the effect set forth in Exhibits B, C and D hereto, to the effect that BNYMCM may rely on such previously furnished opinions and negative assurance letters of such counsel to the same extent as though they were dated the date of such letter authorizing reliance (x) except that the prior unanimous written consent of Member (statements in such last opinions and negative assurance letters shall be deemed to relate to the Registration Statement and the unanimous written consent of the board of directors of Member including the Independent Directors, Prospectus as amended and supplemented to such date) or the unanimous prior written consent of the board of managers' of each Borrower, including the Independent Directors') would be required for a voluntary bankruptcy filing by each such Borrower, (y) the prior unanimous written consent of the board of directors of Member (including the Independent Directors) would be required for a voluntary bankruptcy filing by Member, (z) such unanimous consent requirements are enforceable against Member in accordance with their terms; (2) under Delaware law if such counsel has not previously furnished opinions and negative assurance letters to the bankruptcy or dissolution effect set forth in Exhibits B, C and D hereto, of Member would not cause the dissolution same tenor as such opinions and negative assurance letters of such counsel but modified to relate to the Registration Statement, the Prospectus and the General Disclosure Package (other than the offering price of any of Program Shares) as amended and supplemented to such date; provided, however, that the Borrowers and the bankruptcy or dissolution of the sole shareholder or member would not cause the dissolution of Member; (3) under Delaware law, creditors of Member Transaction Entities shall have no legal or equitable remedies the right in their sole discretion to suspend the delivery of all such opinions and negative assurance letters otherwise required by this Section 4.07 if the Transaction Entities do not expect to deliver an Issuance Notice with respect to the assets Program Shares; provided further, that, in the event the Transactions Entities have suspended the delivery of any such opinions and negative assurance letters pursuant to the terms of this Section 4.07, the delivery of the Borrowers opinions and creditors negative assurance letters required by this Section 4.07, dated as of Guarantor the date of their delivery, shall have no legal or equitable remedies be a condition precedent to the delivery by EQR of an Issuance Notice with respect to the assets of Member; and (4) a federal bankruptcy court would hold that Delaware law governs the determination of what Persons have authority to file a voluntary bankruptcy petition on behalf of each Borrower and Member; and (d) such other legal opinions as Lender may reasonably request.Program Shares;

Opinions of Counsel. On or before the Closing Date, Lender shall have received from Xxxxxx, Xxxxxxx & Xxxxxx, LLP or other legal counsel for the Borrowers satisfactory to Lender, written legal opinions, each in form and substance acceptable to Lender, as to such matters as Lender shall request, including opinions to the effect that (i) That each time the Registration Statement or the Prospectus is amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the Borrower Parties is duly formedoffering of securities other than the Program Shares, validly existing(y) an Issuance Supplement or (z) a Current Report on Form 8-K, and in good standing in its state of organization andunless, in the case of (y) or (z) reasonably requested by Xxxxxxx Xxxxx within five days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each Borrowersuch date, in each state where its Property is located, a “Registration Statement Amendment Date”); or (ii) this Loan Agreement otherwise after each reasonable request by Xxxxxxx Xxxxx (each date of any such request by Xxxxxxx Xxxxx, an “Opinion Request Date”), the Transaction Entities shall as soon as practicable thereafter furnish or cause to be furnished as promptly as practicable thereafter to Xxxxxxx Xxxxx written opinions and negative assurance letters (A) of Sidley Austin LLP, counsel for the Transaction Entities, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to Xxxxxxx Xxxxx, (B) of the General Counsel of EQR, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to Xxxxxxx Xxxxx, and (C) of Xxxxx & Xxxxxxx, LLP, counsel for Xxxxxxx Xxxxx and the Loan Documents have been duly authorizedAlternative Sales Agents, executed dated the date of such amendment, supplement or incorporation and delivered and are enforceable in accordance with their terms subject to customary qualifications for bankruptcy, general equitable principles, and other customary assumptions and qualifications; (iii) the Deposit Account Agreement and Cash Management Agreement have been duly authorized, executed and delivered by Borrower and Manager and are enforceable in accordance with their terms and the security interests in favor of Lender in the Account Collateral have been validly created and perfected; and (iv) no Borrower, Member or General Partner would be consolidated in any bankruptcy proceeding affecting Guarantor or certain other Affiliates of the Borrower Parties specified by Lender. Also on or before the Closing Date, Lender shall have received the following legal opinions, each in form and substance acceptable reasonably satisfactory to Lender: (a) an opinion of the Borrowers' local counsel in each state where the Properties are located as to the enforceability of, and the creation and perfection of Liens under, the Mortgages and the Assignments of Leases and such other matters as Lender may reasonably request; (b) [intentionally omitted]; (c) opinions of Xxxxxxxx, Xxxxxx & Finger or other Delaware legal counsel, acceptable to Lender, for each Borrower that is a single member limited liability company formed under the laws of the State of Delaware that, among other mattersXxxxxxx Xxxxx, (1) under Delaware law if such counsel has previously furnished opinions and negative assurance letters to the effect set forth in Exhibits B, C and D hereto, to the effect that Xxxxxxx Xxxxx may rely on such previously furnished opinions and negative assurance letters of such counsel to the same extent as though they were dated the date of such letter authorizing reliance (x) except that the prior unanimous written consent of Member (statements in such last opinions and negative assurance letters shall be deemed to relate to the Registration Statement and the unanimous written consent of the board of directors of Member including the Independent Directors, Prospectus as amended and supplemented to such date) or the unanimous prior written consent of the board of managers' of each Borrower, including the Independent Directors') would be required for a voluntary bankruptcy filing by each such Borrower, (y) the prior unanimous written consent of the board of directors of Member (including the Independent Directors) would be required for a voluntary bankruptcy filing by Member, (z) such unanimous consent requirements are enforceable against Member in accordance with their terms; (2) under Delaware law if such counsel has not previously furnished opinions and negative assurance letters to the bankruptcy or dissolution effect set forth in Exhibits B, C and D hereto, of Member would not cause the dissolution same tenor as such opinions and negative assurance letters of such counsel but modified to relate to the Registration Statement, the Prospectus and the General Disclosure Package (other than the offering price of any of Program Shares) as amended and supplemented to such date; provided, however, that the Borrowers and the bankruptcy or dissolution of the sole shareholder or member would not cause the dissolution of Member; (3) under Delaware law, creditors of Member Transaction Entities shall have no legal or equitable remedies the right in their sole discretion to suspend the delivery of all such opinions and negative assurance letters otherwise required by this Section 4.07 if the Transaction Entities do not expect to deliver an Issuance Notice with respect to the assets Program Shares; provided further, that the delivery of any each such opinion and negative assurance letter (dated as of the Borrowers and creditors date on which the most recent Form 10-Q or Form 10-K or, if applicable, Form 8-K was filed by EQR with the Commission) shall be a condition precedent to the delivery by EQR of Guarantor shall have no legal or equitable remedies an Issuance Notice with respect to the assets of Member; and (4) a federal bankruptcy court would hold that Delaware law governs the determination of what Persons have authority to file a voluntary bankruptcy petition on behalf of each Borrower and Member; and (d) such other legal opinions as Lender may reasonably request.Program Shares;

Opinions of Counsel. On or before the Closing Date, Lender shall have received from Xxxxxx, Xxxxxxx & Xxxxxx, LLP or other legal counsel for the Borrowers satisfactory to Lender, written legal opinions, each in form and substance acceptable to Lender, as to such matters as Lender shall request, including opinions to the effect that (i) That each time the Registration Statement or the Prospectus is amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the Borrower Parties is duly formedoffering of securities other than the Shares, validly existing(y) a Pricing Supplement or (z) a Current Report on Form 8-K, and in good standing in its state of organization andunless, in the case of (y) or (z) reasonably requested by Sales Agent, the Forward Seller or the Forward Purchaser within five days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each Borrowersuch date, in each state where its Property is located, a “Registration Statement Amendment Date”) or (ii) this Loan Agreement otherwise after each reasonable request by Sales Agent, the Forward Seller or the Forward Purchaser, as the case may be (each date of any such request by Sales Agent, the Forward Seller or the Forward Purchaser, an “Opinion Request Date”), the Company shall as soon as practicable thereafter furnish or cause to be furnished as promptly as practicable thereafter to Sales Agent, the Forward Seller and the Loan Documents have been duly authorizedForward Purchaser written opinions and negative assurance letters of Xxxxxxx Procter LLP, executed counsel for the Company, dated the date of such amendment, supplement or incorporation and delivered in form reasonably satisfactory to Sales Agent, the Forward Seller and are enforceable in accordance with their terms subject to customary qualifications for bankruptcy, general equitable principlesthe Forward Purchaser, and other customary assumptions and qualifications; (iii) of Holland & Knight LLP, Pennsylvania counsel to the Deposit Account Agreement and Cash Management Agreement have been duly authorizedCompany, executed and delivered by Borrower and Manager and are enforceable in accordance with their terms and the security interests in favor of Lender in the Account Collateral have been validly created and perfected; and (iv) no Borrower, Member or General Partner would be consolidated in any bankruptcy proceeding affecting Guarantor or certain other Affiliates dated as of the Borrower Parties specified by Lender. Also on date of such amendment, supplement or before the Closing Date, Lender shall have received the following legal opinions, each incorporation and in form and substance acceptable reasonably satisfactory to Lender: Sales Agent, the Forward Seller and the Forward Purchaser and of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for Sales Agent, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to Sales Agent, the Forward Seller and the Forward Purchaser, (a) an opinion of the Borrowers' local if such counsel in each state where the Properties are located as has previously furnished opinions and negative assurance letters required pursuant to Sections 2.02(ii), (iii), (iv) and (v) hereof, to the enforceability ofeffect that Sales Agent, the Forward Seller and the creation Forward Purchaser may rely on such previously furnished opinions and perfection negative assurance letters of Liens under, such counsel to the Mortgages same extent as though they were dated the date of such letter authorizing reliance (except that the statements in such last opinions and negative assurance letters shall be deemed to relate to the Registration Statement and the Assignments of Leases Prospectus as amended and supplemented to such other matters as Lender may reasonably request; date) or (b) [intentionally omitted]; if such counsel has not previously furnished opinions and negative assurance letters required pursuant to Sections 2.02(ii), (ciii), (iv) opinions of Xxxxxxxxand (v) hereof, Xxxxxx & Finger or other Delaware legal counsel, acceptable to Lender, for each Borrower that is a single member limited liability company formed under the laws of the State same tenor as such opinions and negative assurance letters of Delaware thatsuch counsel but modified to relate to the Registration Statement, among other matters, (1) under Delaware law (x) the prior unanimous written consent of Member (Prospectus and the unanimous written consent of General Disclosure Package (other than the board of directors of Member including the Independent Directors, or the unanimous prior written consent of the board of managers' of each Borrower, including the Independent Directors') would be required for a voluntary bankruptcy filing by each such Borrower, (y) the prior unanimous written consent of the board of directors of Member (including the Independent Directors) would be required for a voluntary bankruptcy filing by Member, (z) such unanimous consent requirements are enforceable against Member in accordance with their terms; (2) under Delaware law the bankruptcy or dissolution of Member would not cause the dissolution offering price of any shares of Common Stock) as amended and supplemented to such date; provided, however, that the Borrowers and the bankruptcy or dissolution of the sole shareholder or member would not cause the dissolution of Member; (3) under Delaware law, creditors of Member Company shall have no legal or equitable remedies the right in its sole discretion to suspend the delivery of all such opinions and negative assurance letters otherwise required by this Section 4.07 if the Company does not expect to deliver a Transaction Notice with respect to the assets Shares; provided further, that the delivery of any each such opinion and negative assurance letter (dated as of the Borrowers and creditors date on which the most recent Form 10-Q or Form 10-K or, if applicable, Form 8-K was filed by the Company with the Commission) shall be a condition precedent to the delivery by the Company of Guarantor shall have no legal or equitable remedies a Transaction Notice with respect to the assets of Member; and (4) a federal bankruptcy court would hold that Delaware law governs the determination of what Persons have authority to file a voluntary bankruptcy petition on behalf of each Borrower and Member; and (d) such other legal opinions as Lender may reasonably requestShares.

Opinions of Counsel. On That each time the Registration Statement or before the Closing Date, Lender shall have received from Xxxxxx, Xxxxxxx & Xxxxxx, LLP Prospectus is amended or supplemented (other legal counsel for the Borrowers satisfactory to Lender, written legal opinions, each in form and substance acceptable to Lender, as to such matters as Lender shall request, including opinions than by means of (x) an amendment or supplement relating solely to the effect that offering of securities other than Shares or (iy) each of the Borrower Parties is duly formedan Issuance Supplement or (z) a Current Report on Form 8-K, validly existing, and in good standing in its state of organization andunless, in the case of each Borrower(y) or (z), reasonably requested by BNYM within 30 days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus, the Company shall as soon as practicable thereafter furnish or cause to be furnished promptly to BNYM written opinions of Xxxxxx X. Xxxxxx, Esq., Senior Vice President, General Counsel and Chief Compliance Officer of the Company and Xxxxx & XxXxxxx LLP, counsel to the Company, dated the date of such amendment, supplement or incorporation and in each state where its Property is locatedform reasonably satisfactory to BNYM, (i) if such counsel has previously furnished an opinion to the effect set forth in Exhibit B hereto respectively, to the effect that BNYM may rely on such previously furnished opinions of such counsel (except for the opinions in paragraphs 3, 4 and 5 of Exhibit B(1) and Exhibit B(2) hereto) to the same extent as though it were dated the date of such letter authorizing reliance (except that the statements in such last opinions shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or (ii) this Loan Agreement and if such counsel has not previously furnished an opinion to the Loan Documents have been duly authorizedeffect set forth in Exhibit B(1) or Exhibit B(2) hereto, executed and delivered and are enforceable in accordance with their terms subject to customary qualifications for bankruptcy, general equitable principles, and other customary assumptions and qualifications; (iii) the Deposit Account Agreement and Cash Management Agreement have been duly authorized, executed and delivered by Borrower and Manager and are enforceable in accordance with their terms and the security interests in favor of Lender in the Account Collateral have been validly created and perfected; and (iv) no Borrower, Member or General Partner would be consolidated in any bankruptcy proceeding affecting Guarantor or certain other Affiliates of the Borrower Parties specified by Lender. Also on or before the Closing Date, Lender shall have received the following legal opinions, each in form and substance acceptable to Lender: (a) same tenor as such an opinion of the Borrowers' local counsel in each state where the Properties are located as such counsel, but modified to relate to the enforceability of, Registration Statement and the creation Prospectus as amended and perfection of Liens under, the Mortgages and the Assignments of Leases and supplemented to such other matters as Lender may reasonably request; (b) [intentionally omitted]; (c) opinions of Xxxxxxxx, Xxxxxx & Finger or other Delaware legal counsel, acceptable to Lender, for each Borrower that is a single member limited liability company formed under the laws of the State of Delaware that, among other matters, (1) under Delaware law (x) the prior unanimous written consent of Member (and the unanimous written consent of the board of directors of Member including the Independent Directors, or the unanimous prior written consent of the board of managers' of each Borrower, including the Independent Directors') would be required for a voluntary bankruptcy filing by each such Borrower, (y) the prior unanimous written consent of the board of directors of Member (including the Independent Directors) would be required for a voluntary bankruptcy filing by Member, (z) such unanimous consent requirements are enforceable against Member in accordance with their terms; (2) under Delaware law the bankruptcy or dissolution of Member would not cause the dissolution of any of the Borrowers and the bankruptcy or dissolution of the sole shareholder or member would not cause the dissolution of Member; (3) under Delaware law, creditors of Member shall have no legal or equitable remedies with respect to the assets of any of the Borrowers and creditors of Guarantor shall have no legal or equitable remedies with respect to the assets of Member; and (4) a federal bankruptcy court would hold that Delaware law governs the determination of what Persons have authority to file a voluntary bankruptcy petition on behalf of each Borrower and Member; and (d) such other legal opinions as Lender may reasonably requestdate.

Opinions of Counsel. On or before the Closing Date, Lender shall have received from Xxxxxx, Xxxxxxx & Xxxxxx, LLP or other legal counsel for the Borrowers satisfactory to Lender, written legal opinions, each in form and substance acceptable to Lender, as to such matters as Lender shall request, including opinions to the effect that (i) That each time the Registration Statement or the Prospectus is amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the Borrower Parties is duly formedoffering of securities other than the Program Shares, validly existing(y) an Issuance Supplement or (z) a Current Report on Form 8-K, and in good standing in its state of organization andunless, in the case of (y) or (z) reasonably requested by Xxxxxxx Xxxxx within five days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each Borrowersuch date, in each state where its Property is located, a “Registration Statement Amendment Date”); or (ii) this Loan Agreement otherwise after each reasonable request by Xxxxxxx Xxxxx (each date of any such request by Xxxxxxx Xxxxx, an “Opinion Request Date”), the Transaction Entities shall as soon as practicable thereafter furnish or cause to be furnished as promptly as practicable thereafter to Xxxxxxx Xxxxx written opinions and negative assurance letters (A) of DLA Piper LLP (US), counsel for the Transaction Entities, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to Xxxxxxx Xxxxx, (B) of the General Counsel of EQR, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to Xxxxxxx Xxxxx, and (C) of Xxxxx Lovells US LLP, counsel for Xxxxxxx Xxxxx and the Loan Documents have been duly authorizedAlternative Sales Agents, executed dated the date of such amendment, supplement or incorporation and delivered and are enforceable in accordance with their terms subject to customary qualifications for bankruptcy, general equitable principles, and other customary assumptions and qualifications; (iii) the Deposit Account Agreement and Cash Management Agreement have been duly authorized, executed and delivered by Borrower and Manager and are enforceable in accordance with their terms and the security interests in favor of Lender in the Account Collateral have been validly created and perfected; and (iv) no Borrower, Member or General Partner would be consolidated in any bankruptcy proceeding affecting Guarantor or certain other Affiliates of the Borrower Parties specified by Lender. Also on or before the Closing Date, Lender shall have received the following legal opinions, each in form and substance acceptable reasonably satisfactory to Lender: (a) an opinion of the Borrowers' local counsel in each state where the Properties are located as to the enforceability of, and the creation and perfection of Liens under, the Mortgages and the Assignments of Leases and such other matters as Lender may reasonably request; (b) [intentionally omitted]; (c) opinions of Xxxxxxxx, Xxxxxx & Finger or other Delaware legal counsel, acceptable to Lender, for each Borrower that is a single member limited liability company formed under the laws of the State of Delaware that, among other mattersXxxxxxx Xxxxx, (1) under Delaware law if such counsel has previously furnished opinions and negative assurance letters to the effect set forth in Exhibits B, C and D hereto, to the effect that Xxxxxxx Xxxxx may rely on such previously furnished opinions and negative assurance letters of such counsel to the same extent as though they were dated the date of such letter authorizing reliance (x) except that the prior unanimous written consent of Member (statements in such last opinions and negative assurance letters shall be deemed to relate to the Registration Statement and the unanimous written consent of the board of directors of Member including the Independent Directors, Prospectus as amended and supplemented to such date) or the unanimous prior written consent of the board of managers' of each Borrower, including the Independent Directors') would be required for a voluntary bankruptcy filing by each such Borrower, (y) the prior unanimous written consent of the board of directors of Member (including the Independent Directors) would be required for a voluntary bankruptcy filing by Member, (z) such unanimous consent requirements are enforceable against Member in accordance with their terms; (2) under Delaware law if such counsel has not previously furnished opinions and negative assurance letters to the bankruptcy or dissolution effect set forth in Exhibits B, C and D hereto, of Member would not cause the dissolution same tenor as such opinions and negative assurance letters of such counsel but modified to relate to the Registration Statement, the Prospectus and the General Disclosure Package (other than the offering price of any of Program Shares) as amended and supplemented to such date; provided, however, that the Borrowers and the bankruptcy or dissolution of the sole shareholder or member would not cause the dissolution of Member; (3) under Delaware law, creditors of Member Transaction Entities shall have no legal or equitable remedies the right in their sole discretion to suspend the delivery of all such opinions and negative assurance letters otherwise required by this Section 4.07 if the Transaction Entities do not expect to deliver an Issuance Notice with respect to the assets Program Shares; provided further, that, in the event the Transactions Entities have suspended the delivery of any such opinions and negative assurance letters pursuant to the terms of this Section 4.07, the delivery of the Borrowers opinions and creditors negative assurance letters required by this Section 4.07, dated as of Guarantor the date of their delivery, shall have no legal or equitable remedies be a condition precedent to the delivery by EQR of an Issuance Notice with respect to the assets of Member; and (4) a federal bankruptcy court would hold that Delaware law governs the determination of what Persons have authority to file a voluntary bankruptcy petition on behalf of each Borrower and Member; and (d) such other legal opinions as Lender may reasonably request.Program Shares;

Opinions of Counsel. On or before the Closing Date, Lender shall have received from Xxxxxx, Xxxxxxx & Xxxxxx, LLP or other legal counsel for the Borrowers satisfactory to Lender, written legal opinions, each in form and substance acceptable to Lender, as to such matters as Lender shall request, including opinions to the effect that (i) That each time the Registration Statement or the Prospectus is amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the Borrower Parties is duly formedoffering of securities other than the Shares, validly existing(y) a Pricing Supplement or (z) a Current Report on Form 8-K, and in good standing in its state of organization andunless, in the case of (y) or (z) reasonably requested by Sales Agent, the Forward Seller or the Forward Purchaser within five days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each Borrowersuch date, in each state where its Property is located, a “Registration Statement Amendment Date”) or (ii) this Loan Agreement otherwise after each reasonable request by Sales Agent, the Forward Seller or the Forward Purchaser, as the case may be (each date of any such request by Sales Agent, the Forward Seller or the Forward Purchaser, an “Opinion Request Date”), the Company shall as soon as practicable thereafter furnish or cause to be furnished as promptly as practicable thereafter to Sales Agent, the Forward Seller and the Loan Documents have been duly authorizedForward Purchaser written opinions and negative assurance letters of Xxxxxxx Procter LLP, executed counsel for the Company, dated the date of such amendment, supplement or incorporation and delivered in form reasonably satisfactory to Sales Agent, the Forward Seller and are enforceable in accordance with their terms subject to customary qualifications for bankruptcy, general equitable principlesthe Forward Purchaser, and other customary assumptions and qualifications; (iii) the Deposit Account Agreement and Cash Management Agreement have been duly authorizedof O’Melveny & Xxxxx LLP, executed and delivered by Borrower and Manager and are enforceable in accordance with their terms counsel for Sales Agent and the security interests in favor Alternative Sales Agents, dated the date of Lender in the Account Collateral have been validly created such amendment, supplement or incorporation and perfected; and (iv) no Borrower, Member or General Partner would be consolidated in any bankruptcy proceeding affecting Guarantor or certain other Affiliates of the Borrower Parties specified by Lender. Also on or before the Closing Date, Lender shall have received the following legal opinions, each in form reasonably satisfactory to Sales Agent, the Forward Seller and substance acceptable to Lender: the Forward Purchaser, (a) an opinion of the Borrowers' local if such counsel in each state where the Properties are located as has previously furnished opinions and negative assurance letters to the enforceability ofeffect set forth in Exhibits B, C, D and E hereto, to the effect that Sales Agent, the Forward Seller and the creation Forward Purchaser may rely on such previously furnished opinions and perfection negative assurance letters of Liens under, such counsel to the Mortgages same extent as though they were dated the date of such letter authorizing reliance (except that the statements in such last opinions and negative assurance letters shall be deemed to relate to the Registration Statement and the Assignments of Leases Prospectus as amended and supplemented to such other matters as Lender may reasonably request; date) or (b) [intentionally omitted]; (c) if such counsel has not previously furnished opinions of Xxxxxxxxand negative assurance letters to the effect set forth in Exhibits B, Xxxxxx & Finger or other Delaware legal counselC, acceptable to LenderD and E hereto, for each Borrower that is a single member limited liability company formed under the laws of the State same tenor as such opinions and negative assurance letters of Delaware thatsuch counsel but modified to relate to the Registration Statement, among other matters, (1) under Delaware law (x) the prior unanimous written consent of Member (Prospectus and the unanimous written consent of General Disclosure Package (other than the board of directors of Member including the Independent Directors, or the unanimous prior written consent of the board of managers' of each Borrower, including the Independent Directors') would be required for a voluntary bankruptcy filing by each such Borrower, (y) the prior unanimous written consent of the board of directors of Member (including the Independent Directors) would be required for a voluntary bankruptcy filing by Member, (z) such unanimous consent requirements are enforceable against Member in accordance with their terms; (2) under Delaware law the bankruptcy or dissolution of Member would not cause the dissolution offering price of any shares of Common Stock) as amended and supplemented to such date; provided, however, that the Borrowers and the bankruptcy or dissolution of the sole shareholder or member would not cause the dissolution of Member; (3) under Delaware law, creditors of Member Company shall have no legal or equitable remedies the right in its sole discretion to suspend the delivery of all such opinions and negative assurance letters otherwise required by this Section 4.07 if the Company does not expect to deliver an Transaction Notice with respect to the assets Shares; provided further, that the delivery of any each such opinion and negative assurance letter (dated as of the Borrowers and creditors date on which the most recent Form 10-Q or Form 10-K or, if applicable, Form 8-K was filed by the Company with the Commission) shall be a condition precedent to the delivery by the Company of Guarantor shall have no legal or equitable remedies an Transaction Notice with respect to the assets of Member; and (4) a federal bankruptcy court would hold that Delaware law governs the determination of what Persons have authority to file a voluntary bankruptcy petition on behalf of each Borrower and Member; and (d) such other legal opinions as Lender may reasonably requestShares.

Opinions of Counsel. On or before Within 30 days after the Closing Datedate of the Seventeenth Amendment, Lender and in conjunction with the Amended and Restated Loan and Security Agreement to be entered into among Borrower, Agent and Lenders and Certain information has been excluded from this agreement (indicated by “[***]”) because such information (i) is not material and (ii) would be competitively harmful if publicly disclosed. the transaction evidenced thereby, Agent shall have received a legal opinion from Xxxxxx_____________, Xxxxxxx & Xxxxxxcounsel to the Loan Parties, LLP or other legal counsel addressed to the Agent for the Borrowers satisfactory to Lenderbenefit of the Agent and the Lenders, written legal opinions, each and in form and substance acceptable to Lender, as to such matters as Lender shall request, including opinions reasonably satisfactory to the effect that Agent. Xxxxxxxx’s failure to cause such legal opinion to be delivered to Agent as provided for above shall constitute an immediate Event of Default hereunder. Without limiting the generality of the foregoing, such legal opinion shall opine as to, among other things, (i) each of the Borrower Parties is being duly formedorganized, validly existing, and in good standing in under the laws of its state of organization and, in and having all requisite legal power and authority to enter into and perform under the case of each Borrower, in each state where its Property is locatedLoan Documents, (ii) this Loan Agreement Borrower being duly qualified to own and operate its properties and assets and to carry on its businesses as they are currently being conducted and as they are contemplated to be conducted pursuant to the terms of the Loan Documents Documents, and being in good standing in each jurisdiction where the conduct of its businesses or the ownership or operation of its properties and assets makes such qualification necessary, (iii) the Loan Documents, to the extent Borrower is a party thereto, having been duly authorized by all necessary corporate or limited liability company action (as the case may be) on the part of Borrower, under the laws of its state of organization, and have been duly authorized, executed and delivered by Borrower, (iv) the Loan Documents, to the extent Borrower is a party thereto, constituting the legal, valid, and are binding obligations of Borrower, enforceable against Borrower in accordance with their terms subject to customary qualifications for respective terms, except as enforceability may be limited by bankruptcy, general equitable principlesinsolvency and other similar laws affecting creditors generally, (v) the execution, delivery, and other customary assumptions and qualifications; (iii) performance of the Deposit Account Agreement and Cash Management Agreement have been duly authorizedLoan Documents by Borrower, executed and delivered by Borrower and Manager and are enforceable in accordance to the extent it is a party thereto, the compliance with their the terms and conditions thereof, and the security interests in favor of Lender in the Account Collateral have been validly created and perfected; and (iv) no Borrower, Member or General Partner would be consolidated in any bankruptcy proceeding affecting Guarantor or certain other Affiliates consummation of the Borrower Parties specified by Lender. Also on transactions contemplated thereby, do not and will not conflict with, result in a breach of, or before the Closing Date, Lender shall have received the following legal opinions, each in form and substance acceptable to Lender: constitute a default under (a) an opinion of the Borrowers' local counsel in each state where the Properties are located as any statute, rule, or regulation applicable to the enforceability of, and the creation and perfection of Liens under, the Mortgages and the Assignments of Leases and such other matters as Lender may reasonably requestBorrower; (b) [intentionally omitted]the certificate of incorporation or operating agreement (as the case may be) of Borrower or its other organizational documents; or (c) opinions to the best of Xxxxxxxxsuch counsel’s knowledge, Xxxxxx & Finger or other Delaware legal counsel, acceptable any material agreement to Lender, for each which Borrower that is a single member limited liability company formed under the laws of the State of Delaware that, among other matters, (1) under Delaware law (x) the prior unanimous written consent of Member (and the unanimous written consent of the board of directors of Member including the Independent Directorsparty or by which it or its assets are bound, or the unanimous prior written consent of the board of managers' of each Borrowerany order, including the Independent Directors'judgment, or decree which is binding on Borrower and (vi) would be required for a voluntary bankruptcy filing by each such Borrower, (y) the prior unanimous written consent of the board of directors of Member (including the Independent Directors) would be required for a voluntary bankruptcy filing by Member, (z) such unanimous consent requirements are enforceable against Member in accordance with their terms; (2) under Delaware law the bankruptcy or dissolution of Member would not cause the dissolution of any of the Borrowers and the bankruptcy or dissolution of the sole shareholder or member would not cause the dissolution of Member; (3) under Delaware law, creditors of Member shall have no legal or equitable remedies with respect to the assets best of any of such counsel’s knowledge, there are no actions, suits, proceedings, or investigations pending or threatened against Borrower. The foregoing list does not constitute an exclusive list, and there may be other matters upon which Agent will request the Borrowers and creditors of Guarantor shall have no legal or equitable remedies with respect counsel to the assets of Member; and (4) a federal bankruptcy court would hold that Delaware law governs the determination of what Persons have authority to file a voluntary bankruptcy petition on behalf of each Borrower and Member; and (d) such other legal opinions as Lender may reasonably requestprovide an opinion.

Opinions of Counsel. On That each time the Registration Statement or before the Closing DateProspectus is amended or supplemented (other than by an Issuance Supplement or a current report on Form 6-K, Lender unless reasonably requested by BNYCMI within 30 days of the filing thereof with the Commission), including by means of an Annual Report on Form 20-F or a Quarterly Report on Form 6-K filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus, the Company shall have received from Xxxxxxas soon as practicable thereafter furnish or cause to be furnished forthwith to BNYCMI a written opinion of each of Sxxxxx & Kxxxxx LLP, Xxxxxxx & Xxxxxx, LLP or other legal United States and Mxxxxxxx Islands counsel for the Borrowers Company, Gxxxxxx, Xxxxx & Lxxxx, Panamanian counsel for the Company and Chrysses Dxxxxxxxxxx & Co. Law Office, Cypriot counsel for the Company, each dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to LenderBNYCMI, written legal opinions(i) if such counsel has previously furnished an opinion to the effect set forth in Exhibit B, each in form and substance acceptable to LenderC, D or E hereto, as to such matters as Lender shall requestapplicable, including opinions to the effect that BNYCMI may rely on such previously furnished opinion of such counsel to the same extent as though it were dated the date of such letter authorizing reliance (iexcept that the statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) each of the Borrower Parties is duly formed, validly existing, and in good standing in its state of organization and, in the case of each Borrower, in each state where its Property is located, or (ii) this Loan Agreement and if such counsel has not previously furnished an opinion to the Loan Documents have been duly authorizedeffect set forth in Exhibit B, executed and delivered and are enforceable in accordance with their terms subject to customary qualifications for bankruptcyC, general equitable principlesD or E hereto, and other customary assumptions and qualifications; (iii) the Deposit Account Agreement and Cash Management Agreement have been duly authorizedas applicable, executed and delivered by Borrower and Manager and are enforceable in accordance with their terms and the security interests in favor of Lender in the Account Collateral have been validly created and perfected; and (iv) no Borrower, Member or General Partner would be consolidated in any bankruptcy proceeding affecting Guarantor or certain other Affiliates of the Borrower Parties specified by Lender. Also on or before the Closing Date, Lender shall have received the following legal opinions, each in form and substance acceptable to Lender: (a) same tenor as such an opinion of the Borrowers' local such counsel in each state where the Properties are located as but modified to relate to the enforceability of, Registration Statement and the creation Prospectus as amended and perfection of Liens under, the Mortgages and the Assignments of Leases and supplemented to such other matters as Lender may reasonably request; (b) [intentionally omitted]; (c) opinions of Xxxxxxxx, Xxxxxx & Finger or other Delaware legal counsel, acceptable to Lender, for each Borrower that is a single member limited liability company formed under the laws of the State of Delaware that, among other matters, (1) under Delaware law (x) the prior unanimous written consent of Member (and the unanimous written consent of the board of directors of Member including the Independent Directors, or the unanimous prior written consent of the board of managers' of each Borrower, including the Independent Directors') would be required for a voluntary bankruptcy filing by each such Borrower, (y) the prior unanimous written consent of the board of directors of Member (including the Independent Directors) would be required for a voluntary bankruptcy filing by Member, (z) such unanimous consent requirements are enforceable against Member in accordance with their terms; (2) under Delaware law the bankruptcy or dissolution of Member would not cause the dissolution of any of the Borrowers and the bankruptcy or dissolution of the sole shareholder or member would not cause the dissolution of Member; (3) under Delaware law, creditors of Member shall have no legal or equitable remedies with respect to the assets of any of the Borrowers and creditors of Guarantor shall have no legal or equitable remedies with respect to the assets of Member; and (4) a federal bankruptcy court would hold that Delaware law governs the determination of what Persons have authority to file a voluntary bankruptcy petition on behalf of each Borrower and Member; and (d) such other legal opinions as Lender may reasonably request.date;

Opinions of Counsel. On or before the Closing Date, Lender the Administrative Agent shall have received from Xxxxxxreceived: (i) favorable written opinions (including, Xxxxxxx & Xxxxxxwithout limitation, LLP or other legal as to true sale and non-consolidation matters) of Xxxxxx Price, P.C. counsel for to the Borrowers satisfactory Borrower, TILC and each Seller, addressed to the Administrative Agent and each Lender, written legal opinionsdated the Closing Date, each in form and substance acceptable to Lender, as to such matters as Lender shall request, including opinions reasonably satisfactory to the effect that (i) each of the Borrower Parties is duly formed, validly existingAdministrative Agent, and in good standing in covering such additional customary closing matters incident to the transactions contemplated hereby as the Administrative Agent or its state of organization and, in the case of each Borrower, in each state where its Property is located, counsel may reasonably request; (ii) this Loan Agreement from special STB counsel to the Borrower, email confirmation that no liens exist on the Initial Portfolio Railcars and related Leases which would have a priority over the liens granted to the Collateral Agent on the Closing Date other than liens being released contemporaneously with closing (and the Loan Documents have been duly authorized, executed and delivered and are enforceable in accordance with their terms subject Borrower shall procure an opinion from special STB counsel to customary qualifications for bankruptcy, general equitable principles, and other customary assumptions and qualifications; (iii) the Deposit Account Agreement and Cash Management Agreement have been duly authorized, executed and delivered by Borrower and Manager and are enforceable in accordance with their terms and the security interests in favor of Lender in the Account Collateral have been validly created and perfected; and (iv) no Borrower, Member or General Partner would be consolidated in any bankruptcy proceeding affecting Guarantor or certain other Affiliates of the Borrower Parties specified by addressed to the Administrative Agent and each Lender. Also on or before , dated the Closing Date, Lender shall have received the following legal opinions, each in form and substance acceptable to Lender: (a) an opinion of the Borrowers' local counsel in each state where the Properties are located as reasonably satisfactory to the enforceability of, Administrative Agent and covering such additional customary closing matters incident to the creation and perfection of Liens under, transactions contemplated hereby as the Mortgages and the Assignments of Leases and such other matters as Lender Administrative Agent or its counsel may reasonably request; (b) [intentionally omitted]; (c) opinions provided that the executed version of Xxxxxxxx, Xxxxxx & Finger or other Delaware legal counsel, acceptable to Lender, for each Borrower that is a single member limited liability company formed under the laws such opinion may be delivered within three Business Days of the State of Delaware thatClosing Date); and (iii) from special Canadian counsel to the Borrower, among email confirmation that no liens exist on the Initial Portfolio Railcars and related Leases which would have a priority over the liens granted to the Collateral Agent on the Closing Date other matters, (1) under Delaware law (x) the prior unanimous written consent of Member than liens being released contemporaneously with closing (and the unanimous written consent of the board of directors of Member including the Independent Directors, or the unanimous prior written consent of the board of managers' of each Borrower, including the Independent Directors') would be required for a voluntary bankruptcy filing by each such Borrower, (y) the prior unanimous written consent of the board of directors of Member (including the Independent Directors) would be required for a voluntary bankruptcy filing by Member, (z) such unanimous consent requirements are enforceable against Member in accordance with their terms; (2) under Delaware law the bankruptcy or dissolution of Member would not cause the dissolution of any of the Borrowers and the bankruptcy or dissolution of the sole shareholder or member would not cause the dissolution of Member; (3) under Delaware law, creditors of Member Borrower shall have no legal or equitable remedies with respect procure an opinion from special Canadian counsel to the assets of any of the Borrowers and creditors of Guarantor shall have no legal or equitable remedies with respect Borrower addressed to the assets of Member; Administrative Agent and (4) a federal bankruptcy court would hold that Delaware law governs each Lender, dated the determination of what Persons have authority Closing Date, in form and substance reasonably satisfactory to file a voluntary bankruptcy petition on behalf of each Borrower the Administrative Agent and Member; and (d) covering such other legal opinions additional customary closing matters incident to the transactions contemplated hereby as Lender the Administrative Agent or its counsel may reasonably request; provided that the executed version of such opinion may be delivered within three Business Days of the Closing Date).

Opinions of Counsel. On or before the Closing Date, Lender shall have received from Xxxxxx, Xxxxxxx & Xxxxxx, LLP or other legal counsel for the Borrowers satisfactory to Lender, written legal opinions, each in form and substance acceptable to Lender, as to such matters as Lender shall request, including opinions to the effect that (i) That each time the Registration Statement or the Prospectus is amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the Borrower Parties is duly formedoffering of securities other than the Program Shares, validly existing(y) an Issuance Supplement or (z) a Current Report on Form 8-K, and in good standing in its state of organization andunless, in the case of (y) or (z) reasonably requested by Scotiabank within five days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each Borrowersuch date, in each state where its Property is located, a “Registration Statement Amendment Date”); or (ii) this Loan Agreement otherwise after each reasonable request by Scotiabank (each date of any such request by Scotiabank, an “Opinion Request Date”), the Transaction Entities shall as soon as practicable thereafter furnish or cause to be furnished as promptly as practicable thereafter to Scotiabank written opinions and negative assurance letters (A) of DLA Piper LLP (US), counsel for the Transaction Entities, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to Scotiabank, (B) of the General Counsel of EQR, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to Scotiabank, and (C) of Xxxxxxxx & Xxxxxxxx LLP, counsel for Scotiabank and the Loan Documents have been duly authorizedAlternative Sales Agents, executed dated the date of such amendment, supplement or incorporation and delivered and are enforceable in accordance with their terms subject to customary qualifications for bankruptcy, general equitable principles, and other customary assumptions and qualifications; (iii) the Deposit Account Agreement and Cash Management Agreement have been duly authorized, executed and delivered by Borrower and Manager and are enforceable in accordance with their terms and the security interests in favor of Lender in the Account Collateral have been validly created and perfected; and (iv) no Borrower, Member or General Partner would be consolidated in any bankruptcy proceeding affecting Guarantor or certain other Affiliates of the Borrower Parties specified by Lender. Also on or before the Closing Date, Lender shall have received the following legal opinions, each in form and substance acceptable reasonably satisfactory to Lender: (a) an opinion of the Borrowers' local counsel in each state where the Properties are located as to the enforceability of, and the creation and perfection of Liens under, the Mortgages and the Assignments of Leases and such other matters as Lender may reasonably request; (b) [intentionally omitted]; (c) opinions of Xxxxxxxx, Xxxxxx & Finger or other Delaware legal counsel, acceptable to Lender, for each Borrower that is a single member limited liability company formed under the laws of the State of Delaware that, among other mattersScotiabank, (1) under Delaware law if such counsel has previously furnished opinions and negative assurance letters to the effect set forth in Exhibits B, C and D hereto, to the effect that Scotiabank may rely on such previously furnished opinions and negative assurance letters of such counsel to the same extent as though they were dated the date of such letter authorizing reliance (x) except that the prior unanimous written consent of Member (statements in such last opinions and negative assurance letters shall be deemed to relate to the Registration Statement and the unanimous written consent of the board of directors of Member including the Independent Directors, Prospectus as amended and supplemented to such date) or the unanimous prior written consent of the board of managers' of each Borrower, including the Independent Directors') would be required for a voluntary bankruptcy filing by each such Borrower, (y) the prior unanimous written consent of the board of directors of Member (including the Independent Directors) would be required for a voluntary bankruptcy filing by Member, (z) such unanimous consent requirements are enforceable against Member in accordance with their terms; (2) under Delaware law if such counsel has not previously furnished opinions and negative assurance letters to the bankruptcy or dissolution effect set forth in Exhibits B, C and D hereto, of Member would not cause the dissolution same tenor as such opinions and negative assurance letters of such counsel but modified to relate to the Registration Statement, the Prospectus and the General Disclosure Package (other than the offering price of any of Program Shares) as amended and supplemented to such date; provided, however, that the Borrowers and the bankruptcy or dissolution of the sole shareholder or member would not cause the dissolution of Member; (3) under Delaware law, creditors of Member Transaction Entities shall have no legal or equitable remedies the right in their sole discretion to suspend the delivery of all such opinions and negative assurance letters otherwise required by this Section 4.07 if the Transaction Entities do not expect to deliver an Issuance Notice with respect to the assets Program Shares; provided further, that, in the event the Transactions Entities have suspended the delivery of any such opinions and negative assurance letters pursuant to the terms of this Section 4.07, the delivery of the Borrowers opinions and creditors negative assurance letters required by this Section 4.07, dated as of Guarantor the date of their delivery, shall have no legal or equitable remedies be a condition precedent to the delivery by EQR of an Issuance Notice with respect to the assets of Member; and (4) a federal bankruptcy court would hold that Delaware law governs the determination of what Persons have authority to file a voluntary bankruptcy petition on behalf of each Borrower and Member; and (d) such other legal opinions as Lender may reasonably request.Program Shares;

Opinions of Counsel. On (a) At the Closing, Seller and Bio Dental shall receive an opinion or before opinions from Armstrong, Teasdale, Schlafly & Davix, Xxyer's Counsel, dated the Closing Date, Lender shall have received from Xxxxxx, Xxxxxxx & Xxxxxx, LLP or other legal counsel for the Borrowers Date and satisfactory to Lender, written legal opinions, each in form and substance acceptable to LenderSeller and its counsel, as to such matters as Lender shall request, including opinions to the effect that that: (i) each of the Borrower Parties Buyer is a corporation duly formedorganized, validly existing, existing and in good standing in its state of organization and, in the case of each Borrower, in each state where its Property is located, (ii) this Loan Agreement and the Loan Documents have been duly authorized, executed and delivered and are enforceable in accordance with their terms subject to customary qualifications for bankruptcy, general equitable principles, and other customary assumptions and qualifications; (iii) the Deposit Account Agreement and Cash Management Agreement have been duly authorized, executed and delivered by Borrower and Manager and are enforceable in accordance with their terms and the security interests in favor of Lender in the Account Collateral have been validly created and perfected; and (iv) no Borrower, Member or General Partner would be consolidated in any bankruptcy proceeding affecting Guarantor or certain other Affiliates of the Borrower Parties specified by Lender. Also on or before the Closing Date, Lender shall have received the following legal opinions, each in form and substance acceptable to Lender: (a) an opinion of the Borrowers' local counsel in each state where the Properties are located as to the enforceability of, and the creation and perfection of Liens under, the Mortgages and the Assignments of Leases and such other matters as Lender may reasonably request; (b) [intentionally omitted]; (c) opinions of Xxxxxxxx, Xxxxxx & Finger or other Delaware legal counsel, acceptable to Lender, for each Borrower that is a single member limited liability company formed under the laws of the State of Delaware that, among other matters, Missouri; (1ii) under Delaware law (x) Buyer has the prior unanimous written consent of Member (corporate power and authority to execute and deliver this Agreement and the unanimous written consent Related Agreements to which it is to be a party and to consummate the transactions contemplated hereby and thereby, and the execution and delivery of this Agreement and the Related Agreements to which Buyer is to be a party and the consummation of the board transactions contemplated hereby and thereby have been duly and validly authorized by requisite corporate action taken on the part of directors Buyer and no other corporate proceedings on the part of Member including the Independent Directors, Buyer are necessary to authorize this Agreement or the unanimous prior written consent Related Agreements to which Buyer is to be a party or to consummate the transactions contemplated hereby and thereby; and (iii) this Agreement and the Related Agreements to which Buyer is to be a party have been duly and validly executed and delivered by Buyer and, assuming this Agreement and the Related Agreements to which Buyer is to be a party are valid and binding obligations of the board other parties thereto, are valid and binding obligations of managers' of each BorrowerBuyer, including the Independent Directors') would be required for a voluntary bankruptcy filing by each such Borrower, (y) the prior unanimous written consent of the board of directors of Member (including the Independent Directors) would be required for a voluntary bankruptcy filing by Member, (z) such unanimous consent requirements are enforceable against Member Buyer in accordance with their terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally, and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). (b) At the Closing, Buyer shall receive an opinion or opinions from Gene X. Xxxxxxx, xxunsel to Seller, dated the Closing Date and satisfactory in form and substance to Buyer and its counsel, to the effect that: (i) Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of California and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted and is duly qualified to do business and in good standing in each jurisdiction where the nature of its business conducted in such jurisdiction requires such qualification; (ii) This Agreement and the Related Agreements to which it is to be a party have been duly and validly executed and delivered by Seller and, assuming the Agreement and the Related Agreements to which Seller is to be a party are valid and binding obligations of the other parties thereto, are valid and binding obligations of Seller, enforceable against Seller in accordance with their terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally, and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law); (iii) Except for those approvals and consents which have already been obtained, neither execution and delivery by Seller of this Agreement and the Related Agreements to which it is to be a party, the sale by Seller of the Purchased Assets pursuant to this Agreement nor the consummation of the other transactions contemplated by this Agreement and the Related Agreements to which Seller is to be a party will (A) conflict with or result in any breach of any provision of the Certificate of Incorporation or By-Laws (or other similar governing documents) of the Seller, (B) require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority other than those which have been made or obtained; (2C) to the best of such counsel's knowledge after reasonable investigation, constitute a default (or give rise to any right of termination, cancellation or acceleration) under Delaware law the bankruptcy or dissolution of Member would not cause the dissolution of any of the Borrowers and the bankruptcy terms, conditions or dissolution provisions of the sole shareholder any note, bond, mortgage, indenture, license, agreement or member would not cause the dissolution other instrument or obligation to which Seller is a party or by which Seller or any of Memberits assets may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained; (3D) under Delaware law, creditors of Member shall have no legal or equitable remedies with respect to the assets best of such counsel's knowledge after reasonable investigation, result in the creation of any encumbrance, security interest, equity or right of others upon any of the Borrowers properties or assets of Seller under any of the terms, conditions or provisions of any agreement, instrument or obligation to which Seller or its assets may be bound or affected; or (E) violate any order, writ, injunction, judgment or decree known to such counsel, to which Seller is a party, or by which any of its assets are bound or any law, statute, rule or regulation applicable to Seller or any of its assets; and (iv) The instruments of transfer contemplated by this Agreement, are in proper form to transfer to Buyer, all of Seller's interest in the Purchased Assets, free and creditors of Guarantor shall have no legal or equitable remedies with respect clear, to the assets best of Member; such counsel's knowledge after reasonable investigation, of any liens, encumbrances, equities and claims of whatever nature, except (i) those created by Buyer and (4ii) those, if any, created by failure to comply with the California Bulk Transfer Laws. (c) At the Closing, Buyer shall receive an opinion or opinions from Tomlinson, Zisko, Morosoli & Maser, L.L.P., counsel to Bio Dental, dated the Closing Date and satisfactory in form and substance to Buyer and its counsel, to the effect that: This Agreement, the Assignment and Release Agreement and the Escrow Agreement have been duly and validly executed and delivered by Bio Dental and, assuming such Agreements are valid and binding obligations of the other parties thereto, are valid and binding obligations of Bio Dental, enforceable against Bio Dental in accordance with their terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally, and by general principles of equity (regardless of whether such enforcement is considered in a federal bankruptcy court would hold that Delaware law governs the determination of what Persons have authority to file a voluntary bankruptcy petition on behalf of each Borrower and Member; and (d) such other legal opinions as Lender may reasonably requestproceeding in equity or at law).

Opinions of Counsel. On That each time the Registration Statement or before the Closing DateProspectus is amended or supplemented (other than by means of (x) and amendment or supplement relating solely to the offering of securities other than the Commons Shares, Lender (y) an Issuance Supplement or (z) a Current Report on Form 8-K, unless reasonably requested by BNYMCM within 30 days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such amendment or supplement an "Opinion Triggering Event"), the Company shall have received from Xxxxxxas soon as practicable thereafter furnish or cause to be furnished forthwith to BNYMCM a written opinion of Xxxxxxx Xxxxxxxxxxx & Mugel, Xxxxxxx & XxxxxxLLP, LLP or other legal counsel for the Borrowers Company, dated the date of delivery and in form reasonably satisfactory to LenderBNYMCM, written legal opinions(i) if such counsel has previously furnished an opinion to the effect set forth in Exhibit B hereto, each in form and substance acceptable to Lender, as to such matters as Lender shall request, including opinions to the effect that BNYMCM may rely on such previously furnished opinion of such counsel to the same extent as though it were dated the date of such letter authorizing reliance (iexcept that the statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) each of the Borrower Parties is duly formed, validly existing, and in good standing in its state of organization and, in the case of each Borrower, in each state where its Property is located, or (ii) this Loan Agreement and if such counsel has not previously furnished an opinion to the Loan Documents have been duly authorizedeffect set forth in Exhibit B hereto, executed and delivered and are enforceable in accordance with their terms subject to customary qualifications for bankruptcy, general equitable principles, and other customary assumptions and qualifications; (iii) the Deposit Account Agreement and Cash Management Agreement have been duly authorized, executed and delivered by Borrower and Manager and are enforceable in accordance with their terms and the security interests in favor of Lender in the Account Collateral have been validly created and perfected; and (iv) no Borrower, Member or General Partner would be consolidated in any bankruptcy proceeding affecting Guarantor or certain other Affiliates of the Borrower Parties specified by Lender. Also on or before the Closing Date, Lender shall have received the following legal opinions, each in form and substance acceptable to Lender: (a) same tenor as such an opinion of the Borrowers' local such counsel in each state where the Properties are located as but modified to relate to the enforceability of, Registration Statement and the creation Prospectus as amended and perfection of Liens undersupplemented to such date; provided, however, that the Mortgages Company shall not be obligated to deliver any such opinion unless and until such time as the Assignments of Leases and such other matters as Lender may reasonably request; (b) [intentionally omitted]; (c) opinions of Xxxxxxxx, Xxxxxx & Finger or other Delaware legal counsel, acceptable to Lender, for each Borrower that is a single member limited liability company formed under the laws of the State of Delaware that, among other matters, (1) under Delaware law (x) the prior unanimous written consent of Member (and the unanimous written consent of the board of directors of Member including the Independent Directors, Company delivers an Issuance Notice or the unanimous prior written consent of the board of managers' of each Borrower, including the Independent Directors') would be required for Opinion Trigger Event occurs during a voluntary bankruptcy filing by each such Borrower, (y) the prior unanimous written consent of the board of directors of Member (including the Independent Directors) would be required for a voluntary bankruptcy filing by Member, (z) such unanimous consent requirements are enforceable against Member in accordance with their terms; (2) under Delaware law the bankruptcy or dissolution of Member would not cause the dissolution of any of the Borrowers and the bankruptcy or dissolution of the sole shareholder or member would not cause the dissolution of Member; (3) under Delaware law, creditors of Member shall have no legal or equitable remedies with respect to the assets of any of the Borrowers and creditors of Guarantor shall have no legal or equitable remedies with respect to the assets of Member; and (4) a federal bankruptcy court would hold that Delaware law governs the determination of what Persons have authority to file a voluntary bankruptcy petition on behalf of each Borrower and Member; and (d) such other legal opinions as Lender may reasonably request.Selling Period;

Opinions of Counsel. On or before the Closing Date, Lender shall have received from Xxxxxx, Xxxxxxx & Xxxxxx, LLP or other legal counsel for the Borrowers satisfactory to Lender, written legal opinions, each in form and substance acceptable to Lender, as to such matters as Lender shall request, including opinions to the effect that (i) That each time the Registration Statement or the Prospectus is amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the Borrower Parties is duly formedoffering of securities other than the Program Shares, validly existing(y) an Issuance Supplement or (z) a Current Report on Form 8-K, and in good standing in its state of organization andunless, in the case of (y) or (z) reasonably requested by Xxxxxx Xxxxxxx within five days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each Borrowersuch date, in each state where its Property is located, a “Registration Statement Amendment Date”); or (ii) this Loan Agreement otherwise after each reasonable request by Xxxxxx Xxxxxxx (each date of any such request by Xxxxxx Xxxxxxx, an “Opinion Request Date”), the Transaction Entities shall as soon as practicable thereafter furnish or cause to be furnished as promptly as practicable thereafter to Xxxxxx Xxxxxxx written opinions and negative assurance letters (A) of DLA Piper LLP (US), counsel for the Transaction Entities, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to Xxxxxx Xxxxxxx, (B) of the General Counsel of EQR, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to Xxxxxx Xxxxxxx, and (C) of Xxxxxxxx & Xxxxxxxx LLP, counsel for Xxxxxx Xxxxxxx and the Loan Documents have been duly authorizedAlternative Sales Agents, executed dated the date of such amendment, supplement or incorporation and delivered and are enforceable in accordance with their terms subject to customary qualifications for bankruptcy, general equitable principles, and other customary assumptions and qualifications; (iii) the Deposit Account Agreement and Cash Management Agreement have been duly authorized, executed and delivered by Borrower and Manager and are enforceable in accordance with their terms and the security interests in favor of Lender in the Account Collateral have been validly created and perfected; and (iv) no Borrower, Member or General Partner would be consolidated in any bankruptcy proceeding affecting Guarantor or certain other Affiliates of the Borrower Parties specified by Lender. Also on or before the Closing Date, Lender shall have received the following legal opinions, each in form and substance acceptable reasonably satisfactory to Lender: (a) an opinion of the Borrowers' local counsel in each state where the Properties are located as to the enforceability of, and the creation and perfection of Liens under, the Mortgages and the Assignments of Leases and such other matters as Lender may reasonably request; (b) [intentionally omitted]; (c) opinions of Xxxxxxxx, Xxxxxx & Finger or other Delaware legal counsel, acceptable to Lender, for each Borrower that is a single member limited liability company formed under the laws of the State of Delaware that, among other mattersXxxxxxx, (1) under Delaware law if such counsel has previously furnished opinions and negative assurance letters to the effect set forth in Exhibits B, C and D hereto, to the effect that Xxxxxx Xxxxxxx may rely on such previously furnished opinions and negative assurance letters of such counsel to the same extent as though they were dated the date of such letter authorizing reliance (x) except that the prior unanimous written consent of Member (statements in such last opinions and negative assurance letters shall be deemed to relate to the Registration Statement and the unanimous written consent of the board of directors of Member including the Independent Directors, Prospectus as amended and supplemented to such date) or the unanimous prior written consent of the board of managers' of each Borrower, including the Independent Directors') would be required for a voluntary bankruptcy filing by each such Borrower, (y) the prior unanimous written consent of the board of directors of Member (including the Independent Directors) would be required for a voluntary bankruptcy filing by Member, (z) such unanimous consent requirements are enforceable against Member in accordance with their terms; (2) under Delaware law if such counsel has not previously furnished opinions and negative assurance letters to the bankruptcy or dissolution effect set forth in Exhibits B, C and D hereto, of Member would not cause the dissolution same tenor as such opinions and negative assurance letters of such counsel but modified to relate to the Registration Statement, the Prospectus and the General Disclosure Package (other than the offering price of any of Program Shares) as amended and supplemented to such date; provided, however, that the Borrowers and the bankruptcy or dissolution of the sole shareholder or member would not cause the dissolution of Member; (3) under Delaware law, creditors of Member Transaction Entities shall have no legal or equitable remedies the right in their sole discretion to suspend the delivery of all such opinions and negative assurance letters otherwise required by this Section 4.07 if the Transaction Entities do not expect to deliver an Issuance Notice with respect to the assets Program Shares; provided further, that, in the event the Transactions Entities have suspended the delivery of any such opinions and negative assurance letters pursuant to the terms of this Section 4.07, the delivery of the Borrowers opinions and creditors negative assurance letters required by this Section 4.07, dated as of Guarantor the date of their delivery, shall have no legal or equitable remedies be a condition precedent to the delivery by EQR of an Issuance Notice with respect to the assets of Member; and (4) a federal bankruptcy court would hold that Delaware law governs the determination of what Persons have authority to file a voluntary bankruptcy petition on behalf of each Borrower and Member; and (d) such other legal opinions as Lender may reasonably request.Program Shares;

Opinions of Counsel. On or before the Closing Date, Lender shall have received from Xxxxxx, Xxxxxxx & Xxxxxx, LLP or other legal counsel for the Borrowers satisfactory to Lender, written legal opinions, each in form and substance acceptable to Lender, as to such matters as Lender shall request, including opinions to the effect that (i) That each time the Registration Statement or the Prospectus is amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the Borrower Parties is duly formedoffering of securities other than the Common Shares, validly existing(y) an Issuance Supplement or (z) a Current Report on Form 8-K, and in good standing in its state of organization andunless, in the case of (y) or (z) reasonably requested by BNYMCM within five days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each Borrowersuch date, in each state where its Property is located, a “Registration Statement Amendment Date”) or (ii) this Loan Agreement otherwise after each reasonable request by BNYMCM (each date of any such request by BNYMCM, an “Opinion Request Date”), the Company shall as soon as practicable thereafter furnish or cause to be furnished as promptly as practicable thereafter to BNYMCM written opinions and negative assurance letters of Xxxxxxx Procter LLP, counsel for the Company, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to BNYMCM and of O’Melveny & Xxxxx, LLP, counsel for BNYMCM and the Loan Documents have been duly authorizedAlternative Sales Agents, executed dated the date of such amendment, supplement or incorporation and delivered in form reasonably satisfactory to BNYMCM, (i) if such counsel has previously furnished opinions and are enforceable negative assurance letters to the effect set forth in accordance with their terms subject Exhibits B, C, D and E hereto, to customary qualifications for bankruptcy, general equitable principles, the effect that BNYMCM may rely on such previously furnished opinions and other customary assumptions negative assurance letters of such counsel to the same extent as though they were dated the date of such letter authorizing reliance (except that the statements in such last opinions and qualifications; (iii) negative assurance letters shall be deemed to relate to the Deposit Account Agreement and Cash Management Agreement have been duly authorized, executed and delivered by Borrower and Manager and are enforceable in accordance with their terms Registration Statement and the security interests Prospectus as amended and supplemented to such date) or (ii) if such counsel has not previously furnished opinions and negative assurance letters to the effect set forth in favor of Lender in the Account Collateral have been validly created Exhibits B, C, D and perfected; and (iv) no BorrowerE hereto, Member or General Partner would be consolidated in any bankruptcy proceeding affecting Guarantor or certain other Affiliates of the Borrower Parties specified by Lender. Also on or before same tenor as such opinions and negative assurance letters of such counsel but modified to relate to the Closing DateRegistration Statement, Lender the Prospectus and the General Disclosure Package (other than the offering price of any shares of Common Stock) as amended and supplemented to such date; provided, however, that the Company shall have received the following legal opinions, each right in form its sole discretion to suspend the delivery of all such opinions and substance acceptable negative assurance letters otherwise required by this Section 4.07 if the Company does not expect to Lender: (a) deliver an opinion of the Borrowers' local counsel in each state where the Properties are located as to the enforceability of, and the creation and perfection of Liens under, the Mortgages and the Assignments of Leases and such other matters as Lender may reasonably request; (b) [intentionally omitted]; (c) opinions of Xxxxxxxx, Xxxxxx & Finger or other Delaware legal counsel, acceptable to Lender, for each Borrower that is a single member limited liability company formed under the laws of the State of Delaware that, among other matters, (1) under Delaware law (x) the prior unanimous written consent of Member (and the unanimous written consent of the board of directors of Member including the Independent Directors, or the unanimous prior written consent of the board of managers' of each Borrower, including the Independent Directors') would be required for a voluntary bankruptcy filing by each such Borrower, (y) the prior unanimous written consent of the board of directors of Member (including the Independent Directors) would be required for a voluntary bankruptcy filing by Member, (z) such unanimous consent requirements are enforceable against Member in accordance with their terms; (2) under Delaware law the bankruptcy or dissolution of Member would not cause the dissolution of any of the Borrowers and the bankruptcy or dissolution of the sole shareholder or member would not cause the dissolution of Member; (3) under Delaware law, creditors of Member shall have no legal or equitable remedies Issuance Notice with respect to the assets Common Shares; provided further, that the delivery of any each such opinion and negative assurance letter (dated as of the Borrowers and creditors date on which the most recent Form 10-Q or Form 10-K or, if applicable, Form 8-K was filed by the Company with the SEC) shall be a condition precedent to the delivery by the Company of Guarantor shall have no legal or equitable remedies an Issuance Notice with respect to the assets of Member; and (4) a federal bankruptcy court would hold that Delaware law governs the determination of what Persons have authority to file a voluntary bankruptcy petition on behalf of each Borrower and Member; and (d) such other legal opinions as Lender may reasonably request.Common Shares;

Opinions of Counsel. On That each time the Registration Statement or before the Closing DateProspectus is amended or supplemented (other than by an Issuance Supplement or a Current Report on Form 8-K, Lender unless reasonably requested by BNYCMI within 30 days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such amendment or supplement, an “Opinion Trigger Event”), the Company shall have received from Xxxxxxat any time selected by the Company on or following the date of such Opinion Trigger Event (except that during a Selling Period or any other period in which a prospectus relating to the Issuance Shares is required to be delivered by BNYCMI under the Securities Act, Xxxxxxx such time shall be no later than one Trading Day after each Opinion Trigger Event that occurs during such period; and provided that in any case delivery shall be a condition to the delivery of an Issuance Notice) furnish or cause to be furnished forthwith to BNYCMI a written opinion of Xxxxxxxx & XxxxxxXxxxxxxx LLP, LLP or other legal counsel for the Borrowers Company, and Xxxxxx X. Xxxxxxx, Assistant General Counsel of the Company, in each case dated the date of delivery and in form reasonably satisfactory to LenderBNYCMI, written legal opinions(i) if such counsel has previously furnished an opinion to the effect set forth in Exhibit B-1 or B-2 hereto (as applicable), each in form and substance acceptable to Lender, as to such matters as Lender shall request, including opinions to the effect that BNYCMI may rely on such previously furnished opinion of such counsel to the same extent as though it were dated the date of such letter authorizing reliance (iexcept that the statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) each of the Borrower Parties is duly formed, validly existing, and in good standing in its state of organization and, in the case of each Borrower, in each state where its Property is located, or (ii) this Loan Agreement and if such counsel has not previously furnished an opinion to the Loan Documents have been duly authorizedeffect set forth in Exhibit B-1 or B-2 hereto (as applicable), executed and delivered and are enforceable in accordance with their terms subject to customary qualifications for bankruptcy, general equitable principles, and other customary assumptions and qualifications; (iii) the Deposit Account Agreement and Cash Management Agreement have been duly authorized, executed and delivered by Borrower and Manager and are enforceable in accordance with their terms and the security interests in favor of Lender in the Account Collateral have been validly created and perfected; and (iv) no Borrower, Member or General Partner would be consolidated in any bankruptcy proceeding affecting Guarantor or certain other Affiliates of the Borrower Parties specified by Lender. Also on or before the Closing Date, Lender shall have received the following legal opinions, each in form and substance acceptable to Lender: (a) same tenor as such an opinion of the Borrowers' local such counsel in each state where the Properties are located as but modified to relate to the enforceability of, Registration Statement and the creation Prospectus as amended and perfection of Liens under, the Mortgages and the Assignments of Leases and supplemented to such other matters as Lender may reasonably request; (b) [intentionally omitted]; (c) opinions of Xxxxxxxx, Xxxxxx & Finger or other Delaware legal counsel, acceptable to Lender, for each Borrower that is a single member limited liability company formed under the laws of the State of Delaware that, among other matters, (1) under Delaware law (x) the prior unanimous written consent of Member (and the unanimous written consent of the board of directors of Member including the Independent Directors, or the unanimous prior written consent of the board of managers' of each Borrower, including the Independent Directors') would be required for a voluntary bankruptcy filing by each such Borrower, (y) the prior unanimous written consent of the board of directors of Member (including the Independent Directors) would be required for a voluntary bankruptcy filing by Member, (z) such unanimous consent requirements are enforceable against Member in accordance with their terms; (2) under Delaware law the bankruptcy or dissolution of Member would not cause the dissolution of any of the Borrowers and the bankruptcy or dissolution of the sole shareholder or member would not cause the dissolution of Member; (3) under Delaware law, creditors of Member shall have no legal or equitable remedies with respect to the assets of any of the Borrowers and creditors of Guarantor shall have no legal or equitable remedies with respect to the assets of Member; and (4) a federal bankruptcy court would hold that Delaware law governs the determination of what Persons have authority to file a voluntary bankruptcy petition on behalf of each Borrower and Member; and (d) such other legal opinions as Lender may reasonably request.date;

Opinions of Counsel. On or before the Closing Date, Lender shall have received from Xxxxxx, Xxxxxxx & Xxxxxx, LLP or other legal counsel for the Borrowers satisfactory to Lender, written legal opinions, each in form and substance acceptable to Lender, as to such matters as Lender shall request, including opinions to the effect that That (i) each time the Registration Statement or the Prospectus is amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the offering of securities other than the Common Shares, (y) an Issuance Supplement or (z) a Current Report on Form 8-K (other than a Current Report on Form 8-K containing financial statements or an earnings release or with respect to material federal income tax considerations relating to ownership of the Borrower Parties is duly formedCompany’s Common Stock), validly existing, and in good standing in its state of organization andunless, in the case of (y) or (z) reasonably requested by Xxxxxxx Xxxxx within five (5) business days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q or a Current Report on Form 8-K containing financial statements or an earnings release or with respect to material federal income tax considerations relating to ownership of the Company’s Common Stock filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each Borrowersuch date, in each state where its Property is located, a “Registration Statement Amendment Date”) or (ii) this Loan Agreement otherwise after each reasonable request by Xxxxxxx Xxxxx (each date of any such request by Xxxxxxx Xxxxx, an “Opinion Request Date”), the Company shall as soon as practicable thereafter furnish or cause to be furnished as soon as practicable thereafter to Xxxxxxx Xxxxx written opinions and negative assurance letters of the General Counsel of the Company and Xxxxxxx Procter LLP, counsel for the Company, dated the date of delivery and in form reasonably satisfactory to Xxxxxxx Xxxxx, (i) if such counsel has previously furnished opinions and negative assurance letters to the effect set forth in Exhibits D, E, F and G hereto, to the effect that Xxxxxxx Xxxxx may rely on such previously furnished opinions and negative assurance letters of such counsel to the same extent as though they were dated the date of such letter authorizing reliance (except that the statements in such last opinions and negative assurance letters shall be deemed to relate to the Registration Statement and the Loan Documents have been duly authorizedProspectus as amended and supplemented to such date) or (ii) of the same tenor as such opinions and negative assurance letters of such counsel as set forth in Exhibits D, executed E, F and delivered and are enforceable in accordance with their terms subject G hereto, but modified to customary qualifications for bankruptcyrelate to the Registration Statement, general equitable principles, and other customary assumptions and qualifications; (iii) the Deposit Account Agreement and Cash Management Agreement have been duly authorized, executed and delivered by Borrower and Manager and are enforceable in accordance with their terms Prospectus and the security interests in favor General Disclosure Package (other than the offering price of Lender in any shares of Common Stock) as amended and supplemented to such date; provided, however, that the Account Collateral have been validly created and perfected; and (iv) no Borrower, Member or General Partner would be consolidated in any bankruptcy proceeding affecting Guarantor or certain other Affiliates of the Borrower Parties specified by Lender. Also on or before the Closing Date, Lender Company shall have received the following legal opinionsright in its sole discretion to suspend the delivery of all such opinions and negative assurance letters otherwise required by this Section 4.06 if a Selling Period is not then in effect and the Settlement Date has occurred for all Common Shares previously sold pursuant to this Agreement; provided further, that the delivery of each in form such opinion and substance acceptable to Lender: negative assurance letter (adated as of or after the date on which the most recent such amendment or supplement was filed by the Company with the SEC) an opinion of the Borrowers' local counsel in each state where the Properties are located as shall be a condition precedent to the enforceability of, and delivery by the creation and perfection Company of Liens under, the Mortgages and the Assignments of Leases and such other matters as Lender may reasonably request; (b) [intentionally omitted]; (c) opinions of Xxxxxxxx, Xxxxxx & Finger or other Delaware legal counsel, acceptable to Lender, for each Borrower that is a single member limited liability company formed under the laws of the State of Delaware that, among other matters, (1) under Delaware law (x) the prior unanimous written consent of Member (and the unanimous written consent of the board of directors of Member including the Independent Directors, or the unanimous prior written consent of the board of managers' of each Borrower, including the Independent Directors') would be required for a voluntary bankruptcy filing by each such Borrower, (y) the prior unanimous written consent of the board of directors of Member (including the Independent Directors) would be required for a voluntary bankruptcy filing by Member, (z) such unanimous consent requirements are enforceable against Member in accordance with their terms; (2) under Delaware law the bankruptcy or dissolution of Member would not cause the dissolution of any of the Borrowers and the bankruptcy or dissolution of the sole shareholder or member would not cause the dissolution of Member; (3) under Delaware law, creditors of Member shall have no legal or equitable remedies an Issuance Notice with respect to the assets of any of the Borrowers and creditors of Guarantor shall have no legal or equitable remedies with respect to the assets of Member; and (4) a federal bankruptcy court would hold that Delaware law governs the determination of what Persons have authority to file a voluntary bankruptcy petition on behalf of each Borrower and Member; and (d) such other legal opinions as Lender may reasonably request.Common Shares;

Opinions of Counsel. On Each time the Registration Statement or before the Closing DateProspectus is filed, Lender amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency Agreements, (y) an Issuance Supplement or (z) a Current Report on Form 8-K, unless filed during a Selling Period and reasonably requested by BofAML within 5 days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such amendment or supplement an “Opinion Triggering Event”), the Company shall have received from Xxxxxxas soon as practicable thereafter furnish or cause to be furnished to BofAML a written opinion of Bond, Xxxxxxx Xxxxxxxxx & XxxxxxKing, LLP or other legal PLLC, counsel for the Borrowers Company, dated the date of delivery and in form reasonably satisfactory to LenderBofAML, written legal opinions(i) if such counsel has previously furnished an opinion to the effect set forth in Exhibit B hereto, each in form and substance acceptable to Lender, as to such matters as Lender shall request, including opinions to the effect that BofAML may rely on such previously furnished opinion of such counsel to the same extent as though it were dated the date of such letter authorizing reliance (except that the statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or (ii) if such counsel has not previously furnished an opinion to the effect set forth in Exhibit B hereto, of the same tenor as such opinion of such counsel but modified to relate to the Registration Statement and the Prospectus as amended and supplemented to such date; provided, however, that the Company shall not be obligated to deliver any such opinion unless and until such time as (i) each of the Borrower Parties is duly formed, validly existing, and in good standing in its state of organization and, in the case of each Borrower, in each state where its Property is locatedCompany delivers an Issuance Notice, (ii) this Loan Agreement and the Loan Documents have been duly authorized, executed and delivered and are enforceable in accordance with their terms subject to customary qualifications for bankruptcy, general equitable principles, and other customary assumptions and qualifications; Opinion Trigger Event occurs during a Selling Period or (iii) the Deposit Account Agreement and Cash Management Agreement have been duly authorized, executed and delivered by Borrower and Manager and are enforceable in accordance with their terms and the security interests in favor of Lender in the Account Collateral have been validly created and perfected; and (iv) no Borrower, Member or General Partner would be consolidated in any bankruptcy proceeding affecting Guarantor or certain other Affiliates of the Borrower Parties specified by Lender. Also on or before the Closing Date, Lender shall have received the following legal opinions, each in form and substance acceptable to Lender: (a) an opinion of the Borrowers' local counsel in each state where the Properties are located as to the enforceability of, and the creation and perfection of Liens under, the Mortgages and the Assignments of Leases and such other matters as Lender may reasonably request; (b) [intentionally omitted]; (c) opinions of Xxxxxxxx, Xxxxxx & Finger or other Delaware legal counsel, acceptable to Lender, for each Borrower that is Company files a single member limited liability company formed under the laws of the State of Delaware that, among other matters, (1) under Delaware law (x) the prior unanimous written consent of Member (and the unanimous written consent of the board of directors of Member including the Independent Directors, or the unanimous prior written consent of the board of managers' of each Borrower, including the Independent Directors') would be required for a voluntary bankruptcy filing by each such Borrower, (y) the prior unanimous written consent of the board of directors of Member (including the Independent Directors) would be required for a voluntary bankruptcy filing by Member, (z) such unanimous consent requirements are enforceable against Member in accordance with their terms; (2) under Delaware law the bankruptcy or dissolution of Member would not cause the dissolution of any of the Borrowers and the bankruptcy or dissolution of the sole shareholder or member would not cause the dissolution of Member; (3) under Delaware law, creditors of Member shall have no legal or equitable remedies with respect to the assets of any of the Borrowers and creditors of Guarantor shall have no legal or equitable remedies with respect to the assets of Member; and (4) a federal bankruptcy court would hold that Delaware law governs the determination of what Persons have authority to file a voluntary bankruptcy petition on behalf of each Borrower and Member; and (d) such other legal opinions as Lender may reasonably request.Registration Statement;

Opinions of Counsel. On or before There shall be delivered to the Closing DatePurchasers written opinions of Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, Lender shall have received from Xxxxxx, Xxxxxxx & Xxxxxx, LLP or other legal as counsel for the Borrowers satisfactory Obligors, and other counsel acceptable to Lenderthe Purchasers (who may rely on the opinions of such other counsel as may be acceptable to the Purchasers), written legal opinions, each dated the Closing Date and in form and substance acceptable satisfactory to Lender, the Purchasers and their special counsel referred to below in this Section 4.4: (1) as to such the matters set forth in Exhibit 4.4; (2) as Lender shall request, including opinions to the effect that (i) each substantive non-consolidation of the Borrower Parties is duly formed, validly existing, Company and in good standing in its state of organization and, in the case of each Borrower, in each state where its Property is located, (ii) this Loan Agreement and the Loan Documents have been duly authorized, executed and delivered and are enforceable in accordance other Obligor with their terms subject to customary qualifications for bankruptcy, general equitable principles, and other customary assumptions and qualifications; (iii) the Deposit Account Agreement and Cash Management Agreement have been duly authorized, executed and delivered by Borrower and Manager and are enforceable in accordance with their terms and the security interests in favor of Lender in the Account Collateral have been validly created and perfected; and (iv) no Borrower, Member or General Partner would be consolidated in any bankruptcy proceeding affecting Guarantor or certain other Affiliates member of the Borrower Parties specified by Lender. Also on or before the Closing Date, Lender shall have received the following legal opinions, each in form and substance acceptable to Lender: Parent Group; (a3) an opinion of the Borrowers' local counsel in each state where the Properties are located as to the enforceability of, and the creation and perfection of Liens under, the Mortgages and the Assignments of Leases and such other matters as Lender may reasonably request; (b) [intentionally omitted]; (c) opinions of Xxxxxxxx, Xxxxxx & Finger or other Delaware legal counsel, acceptable to Lender, for each Borrower that is application by a single member limited liability company formed under the laws bankruptcy court of the State of Delaware that, among other matters, (1) under Delaware law (x) the prior unanimous written consent of Member (and the unanimous written consent provisions of the board of directors of Member including the Independent Directors, or the unanimous prior written consent Organizational Documents of the board Company and its Subsidiaries requiring the vote of managers' of each Borroweran Independent Manager or Director, including as the Independent Directors') would be required for a voluntary bankruptcy filing by each such Borrowercase may be, (y) the prior unanimous written consent of the board of directors of Member (including the Independent Directors) would be required for a voluntary bankruptcy filing by Member, (z) such unanimous consent requirements are enforceable against Member in accordance with their terms; (2) under Delaware law the bankruptcy or dissolution of Member would not cause the dissolution of any of the Borrowers and the bankruptcy or dissolution of the sole shareholder or member would not cause the dissolution of Member; (3) under Delaware law, creditors of Member shall have no legal or equitable remedies with respect to the assets of any of the Borrowers and creditors of Guarantor shall have no legal or equitable remedies with respect to the assets of Member; and (4) a federal bankruptcy court would hold that Delaware law governs the determination of what Persons have authority to file a voluntary bankruptcy petition on behalf petition; (4) as to the enforceability of each Borrower the provision of the Organizational Documents of the Company that if the economic member of the Company ceases to be a member, the Independent Manager becomes a member without further active vote or approval; (5) as to the fact that the bankruptcy or insolvency of a member of the Company will not, by itself, cause a dissolution or winding up of the Company; and (6) as to such other matters incident to the transactions contemplated herein as the Purchasers may reasonably request. There shall also be delivered to such Purchaser a written opinion (a) of Xxxxxxx & Xxxxxx LLP, Parent’s Coal Act counsel, dated the Closing Date and Member; in form and substance satisfactory to such Purchaser and its special counsel, that any Coal Act liability of Parent will not be attributed to the Company or any Subsidiary of the Company and (db) from Xxxxxxxxx Traurig LLP, the Purchasers’ special counsel in connection with such other legal transactions, covering such matters incident to such transactions as such Purchaser may reasonably request. In addition to and not in limitation of the foregoing, such Purchaser shall have received such opinions from local counsel as Lender such Purchaser may reasonably request, satisfactory in form and substance to such Purchaser, covering such matters in respect of the Security Documents as such Purchaser may reasonably request.

Opinions of Counsel. On or before the Closing Date, Lender the Administrative Agent shall have received from Xxxxxx, Xxxxxxx & Xxxxxx, LLP or other legal counsel for the Borrowers satisfactory to Lender, written legal opinions, each in form and substance acceptable to Lender, as to such matters as Lender shall request, including opinions to the effect that received: (i) each a satisfactory written opinion of the Borrower Parties is duly formedXxxxxxxx & Xxxxxxxx LLP, validly existing, and in good standing in its state of organization and, in the case of each Borrower, in each state where its Property is located, (ii) this Loan Agreement and special counsel to the Loan Documents have been duly authorizedParties, executed addressed to the Administrative Agent, the Collateral Agent and delivered and are enforceable in accordance with their terms subject to customary qualifications for bankruptcyeach Lender, general equitable principles, and other customary assumptions and qualifications; (iii) the Deposit Account Agreement and Cash Management Agreement have been duly authorized, executed and delivered by Borrower and Manager and are enforceable in accordance with their terms and the security interests in favor of Lender in the Account Collateral have been validly created and perfected; and (iv) no Borrower, Member or General Partner would be consolidated in any bankruptcy proceeding affecting Guarantor or certain other Affiliates of the Borrower Parties specified by Lender. Also on or before dated the Closing Date, Lender shall have received substantially in the following legal opinionsform of Exhibit E-1 hereto and covering such additional matters incident to the transactions and perfection of the liens granted thereunder in the Collateral contemplated hereby as the Administrative Agent or the Required Lenders may reasonably request; (ii) from special gaming counsel to the Borrower and the other Loan Parties, each in form and substance acceptable to Lender: (a) an opinion of addressed to the Borrowers' local counsel in Administrative Agent, the Collateral Agent and each state where Lender, dated the Properties are located Closing Date, as to the enforceability of, matters referred to in Exhibit E-2 hereto and covering such additional matters incident to the creation and perfection of Liens under, transactions contemplated hereby as the Mortgages and Administrative Agent or the Assignments of Leases and such other matters as Lender Required Lenders may reasonably request; ; (biii) [intentionally omitted]; (c) from Xxxxxxxx & Xxxxxxxx LLP, special counsel to the Borrower, copies of the opinions of Xxxxxxxx, Xxxxxx & Finger or other Delaware legal counsel, acceptable to Lender, for each Borrower that is a single member limited liability company formed delivered by them under the laws underwriting or purchase agreement for the Senior Subordinated Notes, accompanied in each case by a letter from such counsel stating that the Agents and the Lenders are entitled to rely on such opinions as if they were addressed to the Agents and Lenders; (iv) from Xxxxxxxx & Xxxxxxxx LLP, special counsel to the Borrower, copies of the State of Delaware thatopinions delivered by them to the Seller under the Recapitalization Agreement, among other matters, (1) under Delaware law (x) accompanied in each case by a letter from such counsel stating that the prior unanimous written consent of Member (Agents and the unanimous written consent Lenders are entitled to rely on such opinions as if they were addressed to the Agents and Lenders; and (v) from counsel to the Seller in respect of the board of directors of Member including the Independent DirectorsRecapitalization, or the unanimous prior written consent copies of the board of managers' of opinion delivered by them as required under the Recapitalization Agreement, accompanied in each Borrower, including case by a letter from such counsel stating that the Independent Directors') would be required for a voluntary bankruptcy filing by each such Borrower, (y) the prior unanimous written consent of the board of directors of Member (including the Independent Directors) would be required for a voluntary bankruptcy filing by Member, (z) such unanimous consent requirements are enforceable against Member in accordance with their terms; (2) under Delaware law the bankruptcy or dissolution of Member would not cause the dissolution of any of the Borrowers Agents and the bankruptcy or dissolution of the sole shareholder or member would not cause the dissolution of Member; (3) under Delaware law, creditors of Member shall have no legal or equitable remedies with respect Lenders are entitled to rely on such opinions as if they were addressed to the assets of any of Agents and the Borrowers and creditors of Guarantor shall have no legal or equitable remedies with respect to the assets of Member; and (4) a federal bankruptcy court would hold that Delaware law governs the determination of what Persons have authority to file a voluntary bankruptcy petition on behalf of each Borrower and Member; and (d) such other legal opinions as Lender may reasonably requestLenders.

Opinions of Counsel. On or before the Closing Date, Lender shall have received from Xxxxxx, Xxxxxxx & Xxxxxx, LLP or other legal counsel for the Borrowers satisfactory to Lender, written legal opinions, each in form and substance acceptable to Lender, as to such matters as Lender shall request, including opinions to the effect that (i) That each time the Registration Statement or the Prospectus is amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the Borrower Parties is duly formedoffering of securities other than the Program Shares, validly existing(y) an Issuance Supplement or (z) a Current Report on Form 8-K, and in good standing in its state of organization andunless, in the case of (y) or (z) reasonably requested by JPMorgan within five days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each Borrowersuch date, in each state where its Property is located, a “Registration Statement Amendment Date”); or (ii) this Loan Agreement otherwise after each reasonable request by JPMorgan (each date of any such request by JPMorgan, an “Opinion Request Date”), the Transaction Entities shall as soon as practicable thereafter furnish or cause to be furnished as promptly as practicable thereafter to JPMorgan written opinions and negative assurance letters (A) of DLA Piper LLP (US), counsel for the Transaction Entities, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to JPMorgan, (B) of the General Counsel of EQR, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to JPMorgan, and (C) of Xxxxxxxx & Xxxxxxxx LLP, counsel for JPMorgan and the Loan Documents have been duly authorizedAlternative Sales Agents, executed dated the date of such amendment, supplement or incorporation and delivered and are enforceable in accordance with their terms subject to customary qualifications for bankruptcy, general equitable principles, and other customary assumptions and qualifications; (iii) the Deposit Account Agreement and Cash Management Agreement have been duly authorized, executed and delivered by Borrower and Manager and are enforceable in accordance with their terms and the security interests in favor of Lender in the Account Collateral have been validly created and perfected; and (iv) no Borrower, Member or General Partner would be consolidated in any bankruptcy proceeding affecting Guarantor or certain other Affiliates of the Borrower Parties specified by Lender. Also on or before the Closing Date, Lender shall have received the following legal opinions, each in form and substance acceptable reasonably satisfactory to Lender: (a) an opinion of the Borrowers' local counsel in each state where the Properties are located as to the enforceability of, and the creation and perfection of Liens under, the Mortgages and the Assignments of Leases and such other matters as Lender may reasonably request; (b) [intentionally omitted]; (c) opinions of Xxxxxxxx, Xxxxxx & Finger or other Delaware legal counsel, acceptable to Lender, for each Borrower that is a single member limited liability company formed under the laws of the State of Delaware that, among other mattersJPMorgan, (1) under Delaware law if such counsel has previously furnished opinions and negative assurance letters to the effect set forth in Exhibits B, C and D hereto, to the effect that JPMorgan may rely on such previously furnished opinions and negative assurance letters of such counsel to the same extent as though they were dated the date of such letter authorizing reliance (x) except that the prior unanimous written consent of Member (statements in such last opinions and negative assurance letters shall be deemed to relate to the Registration Statement and the unanimous written consent of the board of directors of Member including the Independent Directors, Prospectus as amended and supplemented to such date) or the unanimous prior written consent of the board of managers' of each Borrower, including the Independent Directors') would be required for a voluntary bankruptcy filing by each such Borrower, (y) the prior unanimous written consent of the board of directors of Member (including the Independent Directors) would be required for a voluntary bankruptcy filing by Member, (z) such unanimous consent requirements are enforceable against Member in accordance with their terms; (2) under Delaware law if such counsel has not previously furnished opinions and negative assurance letters to the bankruptcy or dissolution effect set forth in Exhibits B, C and D hereto, of Member would not cause the dissolution same tenor as such opinions and negative assurance letters of such counsel but modified to relate to the Registration Statement, the Prospectus and the General Disclosure Package (other than the offering price of any of Program Shares) as amended and supplemented to such date; provided, however, that the Borrowers and the bankruptcy or dissolution of the sole shareholder or member would not cause the dissolution of Member; (3) under Delaware law, creditors of Member Transaction Entities shall have no legal or equitable remedies the right in their sole discretion to suspend the delivery of all such opinions and negative assurance letters otherwise required by this Section 4.07 if the Transaction Entities do not expect to deliver an Issuance Notice with respect to the assets Program Shares; provided further, that, in the event the Transactions Entities have suspended the delivery of any such opinions and negative assurance letters pursuant to the terms of this Section 4.07, the delivery of the Borrowers opinions and creditors negative assurance letters required by this Section 4.07, dated as of Guarantor the date of their delivery, shall have no legal or equitable remedies be a condition precedent to the delivery by EQR of an Issuance Notice with respect to the assets of Member; and (4) a federal bankruptcy court would hold that Delaware law governs the determination of what Persons have authority to file a voluntary bankruptcy petition on behalf of each Borrower and Member; and (d) such other legal opinions as Lender may reasonably request.Program Shares;

Opinions of Counsel. On That each time the Registration Statement or before the Closing Date, Lender shall have received from Xxxxxx, Xxxxxxx & Xxxxxx, LLP Prospectus is amended or supplemented (other legal counsel for the Borrowers satisfactory to Lender, written legal opinions, each in form and substance acceptable to Lender, as to such matters as Lender shall request, including opinions than by means of (x) an amendment or supplement relating solely to the effect that offering of securities other than the Shares, (iy) each of the Borrower Parties is duly formeda Pricing Supplement or (z) a Current Report on Form 8-K, validly existing, and in good standing in its state of organization andunless, in the case of (y) or (z) filed during a Selling Period, reasonably requested by the Sales Agent or the Forward Seller within five days of the filing thereof with the Commission; provided, that, notwithstanding the foregoing, such request must be made prior to the final Settlement Date of the applicable Selling Period), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each Borrowersuch amendment or supplement, an “Opinion Trigger Event”), the Company shall at any time selected by the Company on or following the date of such Opinion Trigger Event (except that during a Selling Period or any other period in which a prospectus relating to the Shares is required to be delivered to the Sales Agent or the Forward Seller under the Securities Act, such time shall be as soon as practicable after each state where its Property is locatedOpinion Trigger Event that occurs during such Selling Period) furnish or cause to be furnished to the Sales Agent, the Forward Seller and the Forward Purchaser a written opinion of Xxxxx Day, counsel to the Company, dated the date of delivery and in form reasonably satisfactory to the Sales Agent, the Forward Seller and the Forward Purchaser, (i) if such counsel has previously furnished an opinion to the effect set forth in Exhibit B, to the effect that the Sales Agent, the Forward Seller and the Forward Purchaser may rely on such previously furnished opinion of such counsel to the same extent as though it were dated the date of such letter authorizing reliance (except that the statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or (ii) this Loan Agreement and if such counsel has not previously furnished an opinion to the Loan Documents have been duly authorizedeffect set forth in Exhibit B, executed and delivered and are enforceable in accordance with their terms subject to customary qualifications for bankruptcy, general equitable principles, and other customary assumptions and qualifications; (iii) the Deposit Account Agreement and Cash Management Agreement have been duly authorized, executed and delivered by Borrower and Manager and are enforceable in accordance with their terms and the security interests in favor of Lender in the Account Collateral have been validly created and perfected; and (iv) no Borrower, Member or General Partner would be consolidated in any bankruptcy proceeding affecting Guarantor or certain other Affiliates of the Borrower Parties specified by Lender. Also on or before the Closing Date, Lender shall have received the following legal opinions, each in form and substance acceptable to Lender: (a) same tenor as such an opinion of the Borrowers' local such counsel in each state where the Properties are located as but modified to relate to the enforceability of, Registration Statement and the creation Prospectus as amended and perfection of Liens undersupplemented to such date; provided, however, that the Mortgages Company shall not be obligated to deliver any such opinion unless and until such time as the Assignments of Leases and such other matters as Lender may reasonably request; (b) [intentionally omitted]; (c) opinions of Xxxxxxxx, Xxxxxx & Finger or other Delaware legal counsel, acceptable to Lender, for each Borrower that is Company delivers a single member limited liability company formed under the laws of the State of Delaware that, among other matters, (1) under Delaware law (x) the prior unanimous written consent of Member (and the unanimous written consent of the board of directors of Member including the Independent Directors, Transaction Notice or the unanimous prior written consent of the board of managers' of each Borrower, including the Independent Directors') would be required for Opinion Trigger Event occurs during a voluntary bankruptcy filing by each such Borrower, (y) the prior unanimous written consent of the board of directors of Member (including the Independent Directors) would be required for a voluntary bankruptcy filing by Member, (z) such unanimous consent requirements are enforceable against Member in accordance with their terms; (2) under Delaware law the bankruptcy or dissolution of Member would not cause the dissolution of any of the Borrowers and the bankruptcy or dissolution of the sole shareholder or member would not cause the dissolution of Member; (3) under Delaware law, creditors of Member shall have no legal or equitable remedies with respect to the assets of any of the Borrowers and creditors of Guarantor shall have no legal or equitable remedies with respect to the assets of Member; and (4) a federal bankruptcy court would hold that Delaware law governs the determination of what Persons have authority to file a voluntary bankruptcy petition on behalf of each Borrower and Member; and (d) such other legal opinions as Lender may reasonably requestSelling Period.

Opinions of Counsel. On Each time the Registration Statement or before the Closing DateProspectus is filed, Lender amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency Agreements, (y) an Issuance Supplement or (z) a Current Report on Form 8-K, unless filed during a Selling Period and reasonably requested by WFS within 5 days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such amendment or supplement an “Opinion Triggering Event”), the Company shall have received from Xxxxxxas soon as practicable thereafter furnish or cause to be furnished to WFS a written opinion of Bond, Xxxxxxx Xxxxxxxxx & XxxxxxKing, LLP or other legal PLLC, counsel for the Borrowers Company, dated the date of delivery and in form reasonably satisfactory to LenderWFS, written legal opinions(i) if such counsel has previously furnished an opinion to the effect set forth in Exhibit B hereto, each in form and substance acceptable to Lender, as to such matters as Lender shall request, including opinions to the effect that WFS may rely on such previously furnished opinion of such counsel to the same extent as though it were dated the date of such letter authorizing reliance (except that the statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or (ii) if such counsel has not previously furnished an opinion to the effect set forth in Exhibit B hereto, of the same tenor as such opinion of such counsel but modified to relate to the Registration Statement and the Prospectus as amended and supplemented to such date; provided, however, that the Company shall not be obligated to deliver any such opinion unless and until such time as (i) each of the Borrower Parties is duly formed, validly existing, and in good standing in its state of organization and, in the case of each Borrower, in each state where its Property is locatedCompany delivers an Issuance Notice, (ii) this Loan Agreement and the Loan Documents have been duly authorized, executed and delivered and are enforceable in accordance with their terms subject to customary qualifications for bankruptcy, general equitable principles, and other customary assumptions and qualifications; Opinion Trigger Event occurs during a Selling Period or (iii) the Deposit Account Agreement and Cash Management Agreement have been duly authorized, executed and delivered by Borrower and Manager and are enforceable in accordance with their terms and the security interests in favor of Lender in the Account Collateral have been validly created and perfected; and (iv) no Borrower, Member or General Partner would be consolidated in any bankruptcy proceeding affecting Guarantor or certain other Affiliates of the Borrower Parties specified by Lender. Also on or before the Closing Date, Lender shall have received the following legal opinions, each in form and substance acceptable to Lender: (a) an opinion of the Borrowers' local counsel in each state where the Properties are located as to the enforceability of, and the creation and perfection of Liens under, the Mortgages and the Assignments of Leases and such other matters as Lender may reasonably request; (b) [intentionally omitted]; (c) opinions of Xxxxxxxx, Xxxxxx & Finger or other Delaware legal counsel, acceptable to Lender, for each Borrower that is Company files a single member limited liability company formed under the laws of the State of Delaware that, among other matters, (1) under Delaware law (x) the prior unanimous written consent of Member (and the unanimous written consent of the board of directors of Member including the Independent Directors, or the unanimous prior written consent of the board of managers' of each Borrower, including the Independent Directors') would be required for a voluntary bankruptcy filing by each such Borrower, (y) the prior unanimous written consent of the board of directors of Member (including the Independent Directors) would be required for a voluntary bankruptcy filing by Member, (z) such unanimous consent requirements are enforceable against Member in accordance with their terms; (2) under Delaware law the bankruptcy or dissolution of Member would not cause the dissolution of any of the Borrowers and the bankruptcy or dissolution of the sole shareholder or member would not cause the dissolution of Member; (3) under Delaware law, creditors of Member shall have no legal or equitable remedies with respect to the assets of any of the Borrowers and creditors of Guarantor shall have no legal or equitable remedies with respect to the assets of Member; and (4) a federal bankruptcy court would hold that Delaware law governs the determination of what Persons have authority to file a voluntary bankruptcy petition on behalf of each Borrower and Member; and (d) such other legal opinions as Lender may reasonably request.Registration Statement;

Opinions of Counsel. On or before the Closing Date, Lender shall have received from Xxxxxx, Xxxxxxx & Xxxxxx, LLP or other legal counsel for the Borrowers satisfactory to Lender, written legal opinions, each in form and substance acceptable to Lender, as to such matters as Lender shall request, including opinions to the effect that That (i) each time the Registration Statement or the Prospectus is amended or supplemented (other than by means of (a) an amendment or supplement relating solely to the offering of securities other than the Common Shares, (b) an Issuance Supplement, (c) a Current Report on Form 8-K (other than a Current Report on Form 8-K containing financial statements or an earnings release or with respect to material federal income tax considerations relating to ownership of the Borrower Parties is duly formedCompany’s Common Stock), validly existing(d) a Definitive Proxy Statement on Schedule 14A or (e) a Part III-only amendment to an Annual Report on Form 10-K, and in good standing in its state of organization andunless, in the case of (a) or (b) reasonably requested by within five (5) business days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q or a Current Report on Form 8-K containing financial statements or an earnings release or with respect to material federal income tax considerations relating to ownership of the Company’s Common Stock filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each Borrowersuch date, in each state where its Property is located, a “Registration Statement Amendment Date”) or (ii) this Loan Agreement and otherwise after each reasonable request by (each date of any such request by , an “Opinion Request Date”), the Loan Documents have been duly authorized, executed and delivered and are enforceable in accordance with their terms subject Company shall as soon as practicable thereafter furnish or cause to customary qualifications for bankruptcy, general equitable principles, and other customary assumptions and qualifications; (iii) be furnished as soon as practicable thereafter to the Deposit Account Agreement and Cash Management Agreement have been duly authorized, executed and delivered by Borrower and Manager and are enforceable in accordance with their terms and the security interests in favor of Lender in the Account Collateral have been validly created and perfected; and (iv) no Borrower, Member or General Partner would be consolidated in any bankruptcy proceeding affecting Guarantor or certain other Affiliates of the Borrower Parties specified by Lender. Also on or before the Closing Date, Lender shall have received the following legal opinions, each in form and substance acceptable to Lender: (a) an written opinion of the Borrowers' local General Counsel of the Company and the written opinions and negative assurance letter of Xxxxxxx Procter LLP, counsel for the Company, dated the date of delivery and in each state where the Properties are located as form reasonably satisfactory to , (i) if such counsel has previously furnished opinions and negative assurance letters to the enforceability ofeffect set forth in Exhibits C, D, E and F hereto, to the effect that may rely on such previously furnished opinions and negative assurance letters of such counsel to the same extent as though they were dated the date of such letter authorizing reliance (except that the statements in such last opinions and negative assurance letters shall be deemed to relate to the Registration Statement and the creation Prospectus as amended and perfection supplemented to such date) or (ii) of Liens underthe same tenor as such opinions and negative assurance letters of such counsel as set forth in Exhibits C, D, E and F hereto, but modified to relate to the Registration Statement, the Mortgages Prospectus and the Assignments General Disclosure Package (other than the offering price of Leases any shares of Common Stock) as amended and supplemented to such other matters as Lender may reasonably requestdate; (b) [intentionally omitted]; (c) provided, however, that the Company shall have the right in its sole discretion to suspend the delivery of all such opinions of Xxxxxxxx, Xxxxxx & Finger or other Delaware legal counsel, acceptable to Lender, for each Borrower that and negative assurance letters otherwise required by this Section 4.06 if a Selling Period is a single member limited liability company formed under the laws of the State of Delaware that, among other matters, (1) under Delaware law (x) the prior unanimous written consent of Member (not then in effect and the unanimous written consent of Settlement Date has occurred for all Common Shares previously sold pursuant to this Agreement; provided further, that the board of directors of Member including the Independent Directors, or the unanimous prior written consent of the board of managers' delivery of each Borrower, including such opinion and negative assurance letter (dated as of or after the Independent Directors'date on which the most recent such amendment or supplement was filed by the Company with the Commission) would shall be required for a voluntary bankruptcy filing condition precedent to the delivery by each such Borrower, (y) the prior unanimous written consent Company of the board of directors of Member (including the Independent Directors) would be required for a voluntary bankruptcy filing by Member, (z) such unanimous consent requirements are enforceable against Member in accordance with their terms; (2) under Delaware law the bankruptcy or dissolution of Member would not cause the dissolution of any of the Borrowers and the bankruptcy or dissolution of the sole shareholder or member would not cause the dissolution of Member; (3) under Delaware law, creditors of Member shall have no legal or equitable remedies an Issuance Notice with respect to the assets of any of the Borrowers and creditors of Guarantor shall have no legal or equitable remedies with respect to the assets of Member; and (4) a federal bankruptcy court would hold that Delaware law governs the determination of what Persons have authority to file a voluntary bankruptcy petition on behalf of each Borrower and Member; and (d) such other legal opinions as Lender may reasonably request.Common Shares;

Opinions of Counsel. On or before the Closing Date, Lender the Administrative Agent shall have received from Xxxxxx, Xxxxxxx & Xxxxxx, LLP or other legal counsel for the Borrowers satisfactory to Lender, written legal opinions, each in form and substance acceptable to Lender, as to such matters as Lender shall request, including opinions to the effect that received: (i) each a satisfactory written opinion of the Borrower Parties is duly formedMxxxxxxx & Fxxxxxxx LLP, validly existing, and in good standing in its state of organization and, in the case of each Borrower, in each state where its Property is located, (ii) this Loan Agreement and special counsel to the Loan Documents have been duly authorizedParties, executed addressed to the Administrative Agent, the Collateral Agent and delivered and are enforceable in accordance with their terms subject to customary qualifications for bankruptcyeach Lender, general equitable principles, and other customary assumptions and qualifications; (iii) the Deposit Account Agreement and Cash Management Agreement have been duly authorized, executed and delivered by Borrower and Manager and are enforceable in accordance with their terms and the security interests in favor of Lender in the Account Collateral have been validly created and perfected; and (iv) no Borrower, Member or General Partner would be consolidated in any bankruptcy proceeding affecting Guarantor or certain other Affiliates of the Borrower Parties specified by Lender. Also on or before dated the Closing Date, Lender shall have received substantially in the following legal opinionsform of Exhibit E-1 hereto and covering such additional matters incident to the transactions and perfection of the liens granted thereunder in the Collateral contemplated hereby as the Administrative Agent or the Required Lenders may reasonably request; (ii) from special gaming counsel to the Borrower and the other Loan Parties, each in form and substance acceptable to Lender: (a) an opinion of addressed to the Borrowers' local counsel in Administrative Agent, the Collateral Agent and each state where Lender, dated the Properties are located Closing Date, as to the enforceability of, matters referred to in Exhibit E-2 hereto and covering such additional matters incident to the creation and perfection of Liens under, transactions contemplated hereby as the Mortgages and Administrative Agent or the Assignments of Leases and such other matters as Lender Required Lenders may reasonably request; ; (biii) [intentionally omitted]; (c) from Mxxxxxxx & Fxxxxxxx LLP, special counsel to the Borrower, copies of the opinions of Xxxxxxxx, Xxxxxx & Finger or other Delaware legal counsel, acceptable to Lender, for each Borrower that is a single member limited liability company formed delivered by them under the laws underwriting or purchase agreement for the Senior Subordinated Notes, accompanied in each case by a letter from such counsel stating that the Agents and the Lenders are entitled to rely on such opinions as if they were addressed to the Agents and Lenders; (iv) from Mxxxxxxx & Fxxxxxxx LLP, special counsel to the Borrower, copies of the State of Delaware thatopinions delivered by them to the Seller under the Recapitalization Agreement, among other matters, (1) under Delaware law (x) accompanied in each case by a letter from such counsel stating that the prior unanimous written consent of Member (Agents and the unanimous written consent Lenders are entitled to rely on such opinions as if they were addressed to the Agents and Lenders; and (v) from counsel to the Seller in respect of the board of directors of Member including the Independent DirectorsRecapitalization, or the unanimous prior written consent copies of the board of managers' of opinion delivered by them as required under the Recapitalization Agreement, accompanied in each Borrower, including case by a letter from such counsel stating that the Independent Directors') would be required for a voluntary bankruptcy filing by each such Borrower, (y) the prior unanimous written consent of the board of directors of Member (including the Independent Directors) would be required for a voluntary bankruptcy filing by Member, (z) such unanimous consent requirements are enforceable against Member in accordance with their terms; (2) under Delaware law the bankruptcy or dissolution of Member would not cause the dissolution of any of the Borrowers Agents and the bankruptcy or dissolution of the sole shareholder or member would not cause the dissolution of Member; (3) under Delaware law, creditors of Member shall have no legal or equitable remedies with respect Lenders are entitled to rely on such opinions as if they were addressed to the assets of any of Agents and the Borrowers and creditors of Guarantor shall have no legal or equitable remedies with respect to the assets of Member; and (4) a federal bankruptcy court would hold that Delaware law governs the determination of what Persons have authority to file a voluntary bankruptcy petition on behalf of each Borrower and Member; and (d) such other legal opinions as Lender may reasonably requestLenders.

Opinions of Counsel. On or before the Closing Date, Lender The Administrative Agent shall have received from Xxxxxx, Xxxxxxx & Xxxxxx, (a) the Republic of Liberia counsel to the Credit Parties (which shall be Norton Xxxx Xxxxxxxxx LLP or other legal another law firm qualified to render an opinion as to the relevant law of the Republic of Liberia reasonably acceptable to the Administrative Agent), an opinion covering such matters as the Administrative Agent may reasonably request, or, if the Collateral Rig has been registered in another Approved Flag State, from such law firm from such Approved Flag State as reasonably acceptable to the Administrative Agent), (b) U.S. counsel to each of the Credit Parties (which shall be Xxxxxx & Xxxxxx LLP or another law firm reasonably acceptable to the Administrative Agent), an opinion covering such matters as the Administrative Agent may reasonably request, and (c) British Virgin Islands counsel to the Credit Parties (which shall be Xxxxxx and Calder or another law firm qualified to render an opinion as to the law of the British Virgin Islands reasonably acceptable to the Administrative Agent), an opinion covering such matters as the Administrative Agent may reasonably request, each such opinion to be addressed to the Collateral Agent, the Administrative Agent and the Lenders (and expressly permitting reliance by permitted successors and assigns of the addressees thereof) and dated as of the Zonda Mortgage Date. Notwithstanding the foregoing or anything to the contrary contained in this Article 6, but without limitation of the requirements under Section 7, if the Satisfactory Drilling Contract Condition has been satisfied, then Loans in excess of $350,000,000 may be borrowed by the Borrower to fund amounts due on the Delivery Date for the Borrowers sole purpose of making such payments before the Zonda Mortgage Date; provided that in any such circumstance, the Administrative Agent shall (A) on the date of the applicable Borrowing, preposition an amount equal to the aggregate principal amount of the Loans in excess of $350,000,000 at a bank or other financial institution (the “Builder’s Bank”) satisfactory to Lenderthe Administrative Agent (on behalf of the Lenders), written legal opinionswhich funds shall be held at the Builder’s Bank in the name and under the sole control of the Administrative Agent and (B) issue a SWIFT MT 199 or other similar communication (each such communication, each a “Disbursement Authorization”) authorizing the release of such funds by the Builder’s Bank on the Delivery Date upon receipt of certain of the required documents or evidence described in this Section 6 in form and substance acceptable reasonably satisfactory to Lenderthe Administrative Agent (on behalf of the Lenders); and provided further, as that if the Delivery Date does not occur within fifteen (15) Business Days following the relevant Borrowing date, the funds held at the Builder’s Bank shall (at the Borrower’s expense) be returned to the Administrative Agent for further distribution to the Lenders; and provided further, that notwithstanding anything to the contrary contained herein or in the Notice of Borrowing related to such matters as Lender shall requestBorrowing, including opinions in the event that a Loan has been prepositioned in accordance with the terms of this Section 6, the duration of the initial Interest Period applicable to the effect that relevant Loan shall be one (i1) month, which Interest Period shall terminate upon the Delivery Date and thereafter shall revert to the duration of each Interest Period elected by the Borrower in accordance with this Agreement. Notwithstanding anything to the contrary contained in the Credit Documents, no compensation provided for in Section 2.09 shall be due in connection with any return of funds to the Lenders pursuant to the final proviso of the preceding sentence. For the avoidance of doubt, the Disbursement Authorization described in this Section 6 may include an instruction to the Builder’s Bank to hold such funds in trust and release such funds to the Builder only upon presentation by the Builder to the Builder’s Bank of a facsimile or electronic copy of the protocol of delivery and acceptance for the Collateral Rig duly signed by the Authorized Representative of each of the Borrower Parties is duly formed, validly existing, Builder and in good standing in its state of organization and, in the case of each Borrower, in each state where its Property is located, (ii) this Loan Agreement and the Loan Documents have been duly authorized, executed and delivered and are enforceable in accordance with their terms subject to customary qualifications for bankruptcy, general equitable principles, and other customary assumptions and qualifications; (iii) the Deposit Account Agreement and Cash Management Agreement have been duly authorized, executed and delivered by Borrower and Manager and are enforceable in accordance with their terms and the security interests in favor of Lender in the Account Collateral have been validly created and perfected; and (iv) no Borrower, Member or General Partner would be consolidated in any bankruptcy proceeding affecting Guarantor or certain other Affiliates of the Borrower Parties specified by Lender. Also on or before the Closing Date, Lender shall have received the following legal opinions, each in form and substance acceptable to Lender: (a) an opinion of the Borrowers' local counsel in each state where the Properties are located as to the enforceability of, and the creation and perfection of Liens under, the Mortgages and the Assignments of Leases and such other matters as Lender may reasonably request; (b) [intentionally omitted]; (c) opinions of Xxxxxxxx, Xxxxxx & Finger Pacific Drilling VIII Limited or other Delaware legal counsel, acceptable to Lender, for each Borrower that is applicable Collateral Vessel-Owning Subsidiary and acknowledged by a single member limited liability company formed under the laws of the State of Delaware that, among other matters, (1) under Delaware law (x) the prior unanimous written consent of Member (and the unanimous written consent of the board of directors of Member including the Independent Directors, or the unanimous prior written consent of the board of managers' of each Borrower, including the Independent Directors') would be required for a voluntary bankruptcy filing by each such Borrower, (y) the prior unanimous written consent of the board of directors of Member (including the Independent Directors) would be required for a voluntary bankruptcy filing by Member, (z) such unanimous consent requirements are enforceable against Member in accordance with their terms; (2) under Delaware law the bankruptcy or dissolution of Member would not cause the dissolution of any of the Borrowers and the bankruptcy or dissolution of the sole shareholder or member would not cause the dissolution of Member; (3) under Delaware law, creditors of Member shall have no legal or equitable remedies with respect to the assets of any of the Borrowers and creditors of Guarantor shall have no legal or equitable remedies with respect to the assets of Member; and (4) a federal bankruptcy court would hold that Delaware law governs the determination of what Persons have authority to file a voluntary bankruptcy petition designated person acting on behalf of each Borrower and Member; and (d) such other legal opinions as Lender may reasonably requestthe Administrative Agent.

Opinions of Counsel. On (a) That each time the Registration Statement or before the Closing DateProspectus is amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the issuance or offering of securities other than the Common Shares, Lender shall have received from Xxxxxxor (y) a Current Report on Form 8-K unless such Current Report on Form 8-K contains capsule financial information, Xxxxxxx & Xxxxxxhistorical or pro forma financial statements, LLP supporting schedules or other legal financial data, including any Current Report on Form 8-K or part thereof under Item 2.02 of Regulation S-K of the Commission that is considered “filed” under the Exchange Act), including by the filing of any Incorporated Document, or at any time the Sales Agents may reasonably request (each such amendment, supplement or request, an “Opinion Trigger Event”), the Company shall at any time selected by the Company on or following the date of such Opinion Trigger Event (except that during a Selling Period or any other period in which a prospectus relating to the Common Shares is required to be delivered by the Sales Agents under the Securities Act, such time shall be no later than one (1) Trading Day after each Opinion Trigger Event that occurs during such period; and provided that in any case delivery shall be a condition to the delivery of an Issuance Notice) furnish forthwith to the Sales Agents a written opinion or negative assurance letter of Xxxxxxxx & Xxxxxxxx LLP, counsel for the Borrowers Company, and Xxxxxx X. Xxxxx, Corporate Secretary/Legal Counsel of the Company, or other counsel selected by the Company and reasonably satisfactory to Lenderthe Sales Agents, written legal opinions, in each case dated the date of delivery and in form and substance acceptable reasonably satisfactory to Lenderthe Sales Agents, (i) if such counsel has previously furnished an opinion or negative assurance letter to the effect set forth in Exhibit B-1 or B-2 hereto (as to such matters as Lender shall requestapplicable), including opinions to the effect that the Sales Agents may rely on such previously furnished opinion of such counsel to the same extent as though it were dated the date of such letter authorizing reliance (iexcept that the statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) each of the Borrower Parties is duly formed, validly existing, and in good standing in its state of organization and, in the case of each Borrower, in each state where its Property is located, or (ii) this Loan Agreement if such counsel has not previously furnished an opinion to the effect set forth in Exhibit B-1 or B-2 hereto (as applicable), of the same tenor as such opinion of such counsel but modified to relate to the Registration Statement and the Loan Documents have been duly authorizedProspectus as amended and supplemented to such date. (b) Notwithstanding the foregoing, executed and delivered and are enforceable the Company may upon written notice to the Sales Agents elect to, in accordance with their terms subject lieu of furnishing to customary qualifications the Sales Agents such written opinions contemplated by Section 4.07(a) at the times specified in Section 4.07(a), furnish or cause to be furnished to the Sales Agents such written opinions on each Issuance Date, dated such Issuance Date. Such written opinions shall satisfy the requirements of this Section 4.07 for bankruptcy, general equitable principles, and the period from the date of such written opinions until the Registration Statement or the Prospectus is next amended or supplemented (other customary assumptions and qualifications; than (iiix) an amendment or supplement relating solely to the Deposit Account Agreement and Cash Management Agreement have been duly authorized, executed and delivered by Borrower and Manager and are enforceable in accordance with their terms and issuance or offering of securities other than the security interests in favor of Lender in the Account Collateral have been validly created and perfected; Common Shares and (ivy) no Borrowerby a Current Report on Form 8-K unless such Current Report on Form 8-K contains capsule financial information, Member historical or General Partner would be consolidated in pro forma financial statements, supporting schedules or other financial data, including any bankruptcy proceeding affecting Guarantor Current Report on Form 8-K or certain other Affiliates part thereof under Item 2.02 of Regulation S-K of the Borrower Parties specified Commission that is considered “filed” under the Exchange Act), including by Lender. Also on the filing of any Incorporated Document, or before at any time the Closing Date, Lender shall have received the following legal opinions, each in form and substance acceptable to Lender: (a) an opinion of the Borrowers' local counsel in each state where the Properties are located as to the enforceability of, and the creation and perfection of Liens under, the Mortgages and the Assignments of Leases and such other matters as Lender Sales Agents may reasonably request; (b, upon which amendment, supplement or request, the Company shall furnish such written opinions contemplated by Section 4.07(a) [intentionally omitted]; (c) opinions as soon as practicable after such amendment, supplement or request, each dated the date of Xxxxxxxxsuch amendment, Xxxxxx & Finger supplement or other Delaware legal counselrequest, acceptable to Lender, for each Borrower that is a single member limited liability company formed under as the laws of the State of Delaware that, among other matters, (1) under Delaware law (x) the prior unanimous written consent of Member (and the unanimous written consent of the board of directors of Member including the Independent Directors, or the unanimous prior written consent of the board of managers' of each Borrower, including the Independent Directors') would be required for a voluntary bankruptcy filing by each such Borrower, (y) the prior unanimous written consent of the board of directors of Member (including the Independent Directors) would be required for a voluntary bankruptcy filing by Member, (z) such unanimous consent requirements are enforceable against Member in accordance with their terms; (2) under Delaware law the bankruptcy or dissolution of Member would not cause the dissolution of any of the Borrowers and the bankruptcy or dissolution of the sole shareholder or member would not cause the dissolution of Member; (3) under Delaware law, creditors of Member shall have no legal or equitable remedies with respect to the assets of any of the Borrowers and creditors of Guarantor shall have no legal or equitable remedies with respect to the assets of Member; and (4) a federal bankruptcy court would hold that Delaware law governs the determination of what Persons have authority to file a voluntary bankruptcy petition on behalf of each Borrower and Member; and (d) such other legal opinions as Lender case may reasonably requestbe.

Opinions of Counsel. On or before the Closing Date, Lender shall have received from Xxxxxx, Xxxxxxx & Xxxxxx, LLP or other legal counsel for the Borrowers satisfactory to Lender, written legal opinions, each in form and substance acceptable to Lender, as to such matters as Lender shall request, including opinions to the effect that (i) That each time the Registration Statement or the Prospectus is amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the Borrower Parties is duly formedoffering of securities other than the Program Shares, validly existing(y) an Issuance Supplement or (z) a Current Report on Form 8-K, and in good standing in its state of organization andunless, in the case of (y) or (z) reasonably requested by JPMorgan within five days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each Borrowersuch date, in each state where its Property is located, a “Registration Statement Amendment Date”); or (ii) this Loan Agreement otherwise after each reasonable request by JPMorgan (each date of any such request by JPMorgan, an “Opinion Request Date”), the Transaction Entities shall as soon as practicable thereafter furnish or cause to be furnished as promptly as practicable thereafter to JPMorgan written opinions and negative assurance letters (A) of DLA Piper LLP (US), counsel for the Transaction Entities, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to JPMorgan, (B) of the General Counsel of EQR, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to JPMorgan, and (C) of Xxxxx Lovells US LLP, counsel for JPMorgan and the Loan Documents have been duly authorizedAlternative Sales Agents, executed dated the date of such amendment, supplement or incorporation and delivered and are enforceable in accordance with their terms subject to customary qualifications for bankruptcy, general equitable principles, and other customary assumptions and qualifications; (iii) the Deposit Account Agreement and Cash Management Agreement have been duly authorized, executed and delivered by Borrower and Manager and are enforceable in accordance with their terms and the security interests in favor of Lender in the Account Collateral have been validly created and perfected; and (iv) no Borrower, Member or General Partner would be consolidated in any bankruptcy proceeding affecting Guarantor or certain other Affiliates of the Borrower Parties specified by Lender. Also on or before the Closing Date, Lender shall have received the following legal opinions, each in form and substance acceptable reasonably satisfactory to Lender: (a) an opinion of the Borrowers' local counsel in each state where the Properties are located as to the enforceability of, and the creation and perfection of Liens under, the Mortgages and the Assignments of Leases and such other matters as Lender may reasonably request; (b) [intentionally omitted]; (c) opinions of Xxxxxxxx, Xxxxxx & Finger or other Delaware legal counsel, acceptable to Lender, for each Borrower that is a single member limited liability company formed under the laws of the State of Delaware that, among other mattersJPMorgan, (1) under Delaware law if such counsel has previously furnished opinions and negative assurance letters to the effect set forth in Exhibits B, C and D hereto, to the effect that JPMorgan may rely on such previously furnished opinions and negative assurance letters of such counsel to the same extent as though they were dated the date of such letter authorizing reliance (x) except that the prior unanimous written consent of Member (statements in such last opinions and negative assurance letters shall be deemed to relate to the Registration Statement and the unanimous written consent of the board of directors of Member including the Independent Directors, Prospectus as amended and supplemented to such date) or the unanimous prior written consent of the board of managers' of each Borrower, including the Independent Directors') would be required for a voluntary bankruptcy filing by each such Borrower, (y) the prior unanimous written consent of the board of directors of Member (including the Independent Directors) would be required for a voluntary bankruptcy filing by Member, (z) such unanimous consent requirements are enforceable against Member in accordance with their terms; (2) under Delaware law if such counsel has not previously furnished opinions and negative assurance letters to the bankruptcy or dissolution effect set forth in Exhibits B, C and D hereto, of Member would not cause the dissolution same tenor as such opinions and negative assurance letters of such counsel but modified to relate to the Registration Statement, the Prospectus and the General Disclosure Package (other than the offering price of any of Program Shares) as amended and supplemented to such date; provided, however, that the Borrowers and the bankruptcy or dissolution of the sole shareholder or member would not cause the dissolution of Member; (3) under Delaware law, creditors of Member Transaction Entities shall have no legal or equitable remedies the right in their sole discretion to suspend the delivery of all such opinions and negative assurance letters otherwise required by this Section 4.07 if the Transaction Entities do not expect to deliver an Issuance Notice with respect to the assets Program Shares; provided further, that, in the event the Transactions Entities have suspended the delivery of any such opinions and negative assurance letters pursuant to the terms of this Section 4.07, the delivery of the Borrowers opinions and creditors negative assurance letters required by this Section 4.07, dated as of Guarantor the date of their delivery, shall have no legal or equitable remedies be a condition precedent to the delivery by EQR of an Issuance Notice with respect to the assets of Member; and (4) a federal bankruptcy court would hold that Delaware law governs the determination of what Persons have authority to file a voluntary bankruptcy petition on behalf of each Borrower and Member; and (d) such other legal opinions as Lender may reasonably request.Program Shares;

Opinions of Counsel. On (a) That each time the Registration Statement or before the Closing DateProspectus is amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the issuance or offering of securities other than the Common Shares, Lender or (y) a Current Report on Form 8-K, unless reasonably requested by BNYMCM within thirty (30) days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such amendment or supplement an “Opinion Trigger Event”), the Company shall have received from Xxxxxxat any time selected by the Company on or following the date of such Opinion Trigger Event (except that during a Selling Period or any other period in which a prospectus relating to the Common Shares is required to be delivered by BNYMCM under the Securities Act, Xxxxxxx such time shall be no later than one (1) Trading Day after each Opinion Trigger Event that occurs during such period; and provided that in any case delivery shall be a condition to the delivery of an Issuance Notice) furnish forthwith to BNYMCM a written opinion or negative assurance letter of Xxxxxxxx & XxxxxxXxxxxxxx LLP, LLP or other legal counsel for the Borrowers Company, and Xxxxx Xxxxxx, Executive Vice President, Chief Legal and Administrative Officer of the Company, or other counsel selected by the Company and reasonably satisfactory to LenderBNYMCM, written legal opinions, in each case dated the date of delivery and in form and substance acceptable reasonably satisfactory to LenderBNYMCM, (i) if such counsel has previously furnished an opinion or negative assurance letter to the effect set forth in Exhibit B-1 or B-2 hereto (as to such matters as Lender shall requestapplicable), including opinions to the effect that BNYMCM may rely on such previously furnished opinion of such counsel to the same extent as though it were dated the date of such letter authorizing reliance (iexcept that the statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) each of the Borrower Parties is duly formed, validly existing, and in good standing in its state of organization and, in the case of each Borrower, in each state where its Property is located, or (ii) this Loan Agreement if such counsel has not previously furnished an opinion to the effect set forth in Exhibit B-1 or B-2 hereto (as applicable), of the same tenor as such opinion of such counsel but modified to relate to the Registration Statement and the Loan Documents have been duly authorized, executed Prospectus as amended and delivered and are enforceable in accordance with their terms subject supplemented to customary qualifications for bankruptcy, general equitable principles, and other customary assumptions and qualifications; (iii) the Deposit Account Agreement and Cash Management Agreement have been duly authorized, executed and delivered by Borrower and Manager and are enforceable in accordance with their terms and the security interests in favor of Lender in the Account Collateral have been validly created and perfected; and (iv) no Borrower, Member or General Partner would be consolidated in any bankruptcy proceeding affecting Guarantor or certain other Affiliates of the Borrower Parties specified by Lender. Also on or before the Closing Date, Lender shall have received the following legal opinions, each in form and substance acceptable to Lender: (a) an opinion of the Borrowers' local counsel in each state where the Properties are located as to the enforceability of, and the creation and perfection of Liens under, the Mortgages and the Assignments of Leases and such other matters as Lender may reasonably request; date. (b) [intentionally omitted]; Notwithstanding the foregoing, the Company may upon written notice to BNYMCM elect to, in lieu of furnishing to BNYMCM such written opinions contemplated by Section 4.07(a) at the times specified in Section 4.07(a), furnish or cause to be furnished to BNYMCM such written opinions on each Issuance Date, dated such Issuance Date. Such written opinions shall satisfy the requirements of this Section 4.07 for the period from the date of such written opinions until the Registration Statement or the Prospectus is next amended or supplemented (c) opinions of Xxxxxxxx, Xxxxxx & Finger or other Delaware legal counsel, acceptable to Lender, for each Borrower that is a single member limited liability company formed under the laws of the State of Delaware that, among other matters, (1) under Delaware law than (x) an amendment or supplement relating solely to the prior unanimous written consent issuance or offering of Member (securities other than the Common Shares and the unanimous written consent of the board of directors of Member including the Independent Directors, or the unanimous prior written consent of the board of managers' of each Borrower, including the Independent Directors') would be required for a voluntary bankruptcy filing by each such Borrower, (y) the prior unanimous written consent by a Current Report on Form 8-K, unless reasonably requested by BNYMCM within thirty (30) days of the board filing thereof with the Commission), including by means of directors an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus, upon which amendment or supplement the Company shall furnish such written opinions contemplated by Section 4.07(a) as soon as practicable after such amendment or supplement, each dated the date of Member (including such amendment or supplement, as the Independent Directors) would be required for a voluntary bankruptcy filing by Member, (z) such unanimous consent requirements are enforceable against Member in accordance with their terms; (2) under Delaware law the bankruptcy or dissolution of Member would not cause the dissolution of any of the Borrowers and the bankruptcy or dissolution of the sole shareholder or member would not cause the dissolution of Member; (3) under Delaware law, creditors of Member shall have no legal or equitable remedies with respect to the assets of any of the Borrowers and creditors of Guarantor shall have no legal or equitable remedies with respect to the assets of Member; and (4) a federal bankruptcy court would hold that Delaware law governs the determination of what Persons have authority to file a voluntary bankruptcy petition on behalf of each Borrower and Member; and (d) such other legal opinions as Lender case may reasonably requestbe.

Opinions of Counsel. On or before the Closing Date, Lender shall have received from Xxxxxx, Xxxxxxx & Xxxxxx, LLP or other legal counsel for the Borrowers satisfactory to Lender, written legal opinions, each in form and substance acceptable to Lender, as to such matters as Lender shall request, including opinions to the effect that That (i) each time the Registration Statement or the Prospectus is amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the offering of securities other than the Common Shares, (y) an Issuance Supplement or (z) a Current Report on Form 8-K (other than a Current Report on Form 8-K containing financial statements or an earnings release or with respect to material federal income tax considerations relating to ownership of the Borrower Parties is duly formedCompany’s Common Stock), validly existing, and in good standing in its state of organization andunless, in the case of (y) or (z) reasonably requested by BNYMCM within five (5) business days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q or a Current Report on Form 8-K containing financial statements or an earnings release or with respect to material federal income tax considerations relating to ownership of the Company’s Common Stock filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each Borrowersuch date, in each state where its Property is located, a “Registration Statement Amendment Date”) or (ii) this Loan Agreement otherwise after each reasonable request by BNYMCM (each date of any such request by BNYMCM, an “Opinion Request Date”), the Company shall as soon as practicable thereafter furnish or cause to be furnished as soon as practicable thereafter to BNYMCM written opinions and negative assurance letters of the General Counsel of the Company and Xxxxxxx Procter LLP, counsel for the Company, dated the date of delivery and in form reasonably satisfactory to BNYMCM, (i) if such counsel has previously furnished opinions and negative assurance letters to the effect set forth in Exhibits D, E, F and G hereto, to the effect that BNYMCM may rely on such previously furnished opinions and negative assurance letters of such counsel to the same extent as though they were dated the date of such letter authorizing reliance (except that the statements in such last opinions and negative assurance letters shall be deemed to relate to the Registration Statement and the Loan Documents have been duly authorizedProspectus as amended and supplemented to such date) or (ii) of the same tenor as such opinions and negative assurance letters of such counsel as set forth in Exhibits D, executed E, F and delivered and are enforceable in accordance with their terms subject G hereto, but modified to customary qualifications for bankruptcyrelate to the Registration Statement, general equitable principles, and other customary assumptions and qualifications; (iii) the Deposit Account Agreement and Cash Management Agreement have been duly authorized, executed and delivered by Borrower and Manager and are enforceable in accordance with their terms Prospectus and the security interests in favor General Disclosure Package (other than the offering price of Lender in any shares of Common Stock) as amended and supplemented to such date; provided, however, that the Account Collateral have been validly created and perfected; and (iv) no Borrower, Member or General Partner would be consolidated in any bankruptcy proceeding affecting Guarantor or certain other Affiliates of the Borrower Parties specified by Lender. Also on or before the Closing Date, Lender Company shall have received the following legal opinionsright in its sole discretion to suspend the delivery of all such opinions and negative assurance letters otherwise required by this Section 4.06 if a Selling Period is not then in effect and the Settlement Date has occurred for all Common Shares previously sold pursuant to this Agreement; provided further, that the delivery of each in form such opinion and substance acceptable to Lender: negative assurance letter (adated as of or after the date on which the most recent such amendment or supplement was filed by the Company with the SEC) an opinion of the Borrowers' local counsel in each state where the Properties are located as shall be a condition precedent to the enforceability of, and delivery by the creation and perfection Company of Liens under, the Mortgages and the Assignments of Leases and such other matters as Lender may reasonably request; (b) [intentionally omitted]; (c) opinions of Xxxxxxxx, Xxxxxx & Finger or other Delaware legal counsel, acceptable to Lender, for each Borrower that is a single member limited liability company formed under the laws of the State of Delaware that, among other matters, (1) under Delaware law (x) the prior unanimous written consent of Member (and the unanimous written consent of the board of directors of Member including the Independent Directors, or the unanimous prior written consent of the board of managers' of each Borrower, including the Independent Directors') would be required for a voluntary bankruptcy filing by each such Borrower, (y) the prior unanimous written consent of the board of directors of Member (including the Independent Directors) would be required for a voluntary bankruptcy filing by Member, (z) such unanimous consent requirements are enforceable against Member in accordance with their terms; (2) under Delaware law the bankruptcy or dissolution of Member would not cause the dissolution of any of the Borrowers and the bankruptcy or dissolution of the sole shareholder or member would not cause the dissolution of Member; (3) under Delaware law, creditors of Member shall have no legal or equitable remedies an Issuance Notice with respect to the assets of any of the Borrowers and creditors of Guarantor shall have no legal or equitable remedies with respect to the assets of Member; and (4) a federal bankruptcy court would hold that Delaware law governs the determination of what Persons have authority to file a voluntary bankruptcy petition on behalf of each Borrower and Member; and (d) such other legal opinions as Lender may reasonably request.Common Shares;

Opinions of Counsel. On (i) Prior to or before at the Closing first delivery of an Issuance Notice, and each time the Registration Statement or the Prospectus is amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency Agreements, or (y) a Current Report on Form 8-K, unless, filed during a Selling Period and reasonably requested by BNYMCM within five days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such date, a “Registration Statement Amendment Date”) or (ii) otherwise after each reasonable request by BNYMCM (each date of any such request by BNYMCM, Lender an “Opinion Request Date”), the Company shall have received from Xxxxxxas soon as practicable thereafter furnish or cause to be furnished to BNYMCM a written opinion of Xxxxxx Xxxxxxxx LLP, Xxxxxxx & Xxxxxx, LLP or other legal counsel for the Borrowers Company, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to LenderBNYMCM, written legal opinions(i) if such counsel has previously furnished an opinion to the effect set forth in Exhibit B hereto, each in form and substance acceptable to Lender, as to such matters as Lender shall request, including opinions to the effect that BNYMCM may rely on such previously furnished opinion of such counsel to the same extent as though they were dated the date of such letter authorizing reliance (iexcept that the statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) each of the Borrower Parties is duly formed, validly existing, and in good standing in its state of organization and, in the case of each Borrower, in each state where its Property is located, or (ii) this Loan Agreement if such counsel has not previously furnished an opinion to the effect set forth in Exhibit B hereto, of the same tenor as such opinion of such counsel but modified to relate to the Registration Statement, the Prospectus and the Loan Documents have been duly authorizedGeneral Disclosure Package (other than the offering price of any Common Shares) as amended and supplemented to such date; provided, executed and delivered and are enforceable in accordance with their terms subject to customary qualifications for bankruptcyhowever, general equitable principles, and other customary assumptions and qualifications; (iii) that the Deposit Account Agreement and Cash Management Agreement have been duly authorized, executed and delivered by Borrower and Manager and are enforceable in accordance with their terms and the security interests in favor of Lender in the Account Collateral have been validly created and perfected; and (iv) no Borrower, Member or General Partner would be consolidated in any bankruptcy proceeding affecting Guarantor or certain other Affiliates of the Borrower Parties specified by Lender. Also on or before the Closing Date, Lender Company shall have received the following legal opinions, each right in form and substance acceptable its sole discretion to Lender: (a) suspend the delivery of all such opinions otherwise required by this Section 4.07 if the Company does not expect to deliver an opinion of the Borrowers' local counsel in each state where the Properties are located as to the enforceability of, and the creation and perfection of Liens under, the Mortgages and the Assignments of Leases and such other matters as Lender may reasonably request; (b) [intentionally omitted]; (c) opinions of Xxxxxxxx, Xxxxxx & Finger or other Delaware legal counsel, acceptable to Lender, for each Borrower that is a single member limited liability company formed under the laws of the State of Delaware that, among other matters, (1) under Delaware law (x) the prior unanimous written consent of Member (and the unanimous written consent of the board of directors of Member including the Independent Directors, or the unanimous prior written consent of the board of managers' of each Borrower, including the Independent Directors') would be required for a voluntary bankruptcy filing by each such Borrower, (y) the prior unanimous written consent of the board of directors of Member (including the Independent Directors) would be required for a voluntary bankruptcy filing by Member, (z) such unanimous consent requirements are enforceable against Member in accordance with their terms; (2) under Delaware law the bankruptcy or dissolution of Member would not cause the dissolution of any of the Borrowers and the bankruptcy or dissolution of the sole shareholder or member would not cause the dissolution of Member; (3) under Delaware law, creditors of Member shall have no legal or equitable remedies Issuance Notice with respect to the assets Common Shares; and provided, further, that the delivery of any each such opinion on or prior to the date of such Issuance Notice shall be a condition precedent to the Borrowers and creditors delivery by the Company of Guarantor shall have no legal or equitable remedies an Issuance Notice with respect to the assets of Member; and (4) a federal bankruptcy court would hold that Delaware law governs the determination of what Persons have authority to file a voluntary bankruptcy petition on behalf of each Borrower and Member; and (d) such other legal opinions as Lender may reasonably request.Common Shares;

Opinions of Counsel. On Each time the Registration Statement or before the Closing DateProspectus is filed, Lender amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency Agreements, (y) an Issuance Supplement or (z) a Current Report on Form 8-K, unless filed during a Selling Period and reasonably requested by BNYMCM within 5 days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such amendment or supplement an “Opinion Triggering Event”), the Company shall have received from Xxxxxxas soon as practicable thereafter furnish or cause to be furnished to BNYMCM a written opinion of Bond, Xxxxxxx Xxxxxxxxx & XxxxxxKing, LLP or other legal PLLC, counsel for the Borrowers Company, dated the date of delivery and in form reasonably satisfactory to LenderBNYMCM, written legal opinions(i) if such counsel has previously furnished an opinion to the effect set forth in Exhibit B hereto, each in form and substance acceptable to Lender, as to such matters as Lender shall request, including opinions to the effect that BNYMCM may rely on such previously furnished opinion of such counsel to the same extent as though it were dated the date of such letter authorizing reliance (except that the statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or (ii) if such counsel has not previously furnished an opinion to the effect set forth in Exhibit B hereto, of the same tenor as such opinion of such counsel but modified to relate to the Registration Statement and the Prospectus as amended and supplemented to such date; provided, however, that the Company shall not be obligated to deliver any such opinion unless and until such time as (i) each of the Borrower Parties is duly formed, validly existing, and in good standing in its state of organization and, in the case of each Borrower, in each state where its Property is locatedCompany delivers an Issuance Notice, (ii) this Loan Agreement and the Loan Documents have been duly authorized, executed and delivered and are enforceable in accordance with their terms subject to customary qualifications for bankruptcy, general equitable principles, and other customary assumptions and qualifications; Opinion Trigger Event occurs during a Selling Period or (iii) the Deposit Account Agreement and Cash Management Agreement have been duly authorized, executed and delivered by Borrower and Manager and are enforceable in accordance with their terms and the security interests in favor of Lender in the Account Collateral have been validly created and perfected; and (iv) no Borrower, Member or General Partner would be consolidated in any bankruptcy proceeding affecting Guarantor or certain other Affiliates of the Borrower Parties specified by Lender. Also on or before the Closing Date, Lender shall have received the following legal opinions, each in form and substance acceptable to Lender: (a) an opinion of the Borrowers' local counsel in each state where the Properties are located as to the enforceability of, and the creation and perfection of Liens under, the Mortgages and the Assignments of Leases and such other matters as Lender may reasonably request; (b) [intentionally omitted]; (c) opinions of Xxxxxxxx, Xxxxxx & Finger or other Delaware legal counsel, acceptable to Lender, for each Borrower that is Company files a single member limited liability company formed under the laws of the State of Delaware that, among other matters, (1) under Delaware law (x) the prior unanimous written consent of Member (and the unanimous written consent of the board of directors of Member including the Independent Directors, or the unanimous prior written consent of the board of managers' of each Borrower, including the Independent Directors') would be required for a voluntary bankruptcy filing by each such Borrower, (y) the prior unanimous written consent of the board of directors of Member (including the Independent Directors) would be required for a voluntary bankruptcy filing by Member, (z) such unanimous consent requirements are enforceable against Member in accordance with their terms; (2) under Delaware law the bankruptcy or dissolution of Member would not cause the dissolution of any of the Borrowers and the bankruptcy or dissolution of the sole shareholder or member would not cause the dissolution of Member; (3) under Delaware law, creditors of Member shall have no legal or equitable remedies with respect to the assets of any of the Borrowers and creditors of Guarantor shall have no legal or equitable remedies with respect to the assets of Member; and (4) a federal bankruptcy court would hold that Delaware law governs the determination of what Persons have authority to file a voluntary bankruptcy petition on behalf of each Borrower and Member; and (d) such other legal opinions as Lender may reasonably request.Registration Statement;

Opinions of Counsel. On or before the Closing Date, Lender shall have received from Xxxxxx, Xxxxxxx & Xxxxxx, LLP or other legal counsel for the Borrowers satisfactory to Lender, written legal opinions, each in form and substance acceptable to Lender, as to such matters as Lender shall request, including opinions to the effect that That (i) each time the Registration Statement or the Prospectus is amended or supplemented (other than by means of (a) an amendment or supplement relating solely to the offering of securities other than the Common Shares, (b) an Issuance Supplement, (c) a Current Report on Form 8-K (other than a Current Report on Form 8-K containing financial statements or an earnings release or with respect to material federal income tax considerations relating to ownership of the Borrower Parties is duly formedCompany’s Common Stock), validly existing(d) a Definitive Proxy Statement on Schedule 14A or (e) a Part III-only amendment to an Annual Report on Form 10-K, and in good standing in its state of organization andunless, in the case of (a) or (b) reasonably requested by within five (5) business days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q or a Current Report on Form 8-K containing financial statements or an earnings release or with respect to material federal income tax considerations relating to ownership of the Company’s Common Stock filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each Borrowersuch date, in each state where its Property is located, a “Registration Statement Amendment Date”) or (ii) this Loan Agreement otherwise after each reasonable request by (each date of any such request by , an “Opinion Request Date”), the Company shall as soon as practicable thereafter furnish or cause to be furnished as soon as practicable thereafter to written opinions and negative assurance letters of the General Counsel of the Company and Xxxxxxx Procter LLP, counsel for the Company, dated the date of delivery and in form reasonably satisfactory to , (i) if such counsel has previously furnished opinions and negative assurance letters to the effect set forth in Exhibits D, E, F and G hereto, to the effect that may rely on such previously furnished opinions and negative assurance letters of such counsel to the same extent as though they were dated the date of such letter authorizing reliance (except that the statements in such last opinions and negative assurance letters shall be deemed to relate to the Registration Statement and the Loan Documents have been duly authorizedProspectus as amended and supplemented to such date) or (ii) of the same tenor as such opinions and negative assurance letters of such counsel as set forth in Exhibits D, executed E, F and delivered and are enforceable in accordance with their terms subject G hereto, but modified to customary qualifications for bankruptcyrelate to the Registration Statement, general equitable principles, and other customary assumptions and qualifications; (iii) the Deposit Account Agreement and Cash Management Agreement have been duly authorized, executed and delivered by Borrower and Manager and are enforceable in accordance with their terms Prospectus and the security interests in favor General Disclosure Package (other than the offering price of Lender in any shares of Common Stock) as amended and supplemented to such date; provided, however, that the Account Collateral have been validly created and perfected; and (iv) no Borrower, Member or General Partner would be consolidated in any bankruptcy proceeding affecting Guarantor or certain other Affiliates of the Borrower Parties specified by Lender. Also on or before the Closing Date, Lender Company shall have received the following legal opinionsright in its sole discretion to suspend the delivery of all such opinions and negative assurance letters otherwise required by this Section 4.06 if a Selling Period is not then in effect and the Settlement Date has occurred for all Common Shares previously sold pursuant to this Agreement; provided further, that the delivery of each in form such opinion and substance acceptable to Lender: negative assurance letter (adated as of or after the date on which the most recent such amendment or supplement was filed by the Company with the SEC) an opinion of the Borrowers' local counsel in each state where the Properties are located as shall be a condition precedent to the enforceability of, and delivery by the creation and perfection Company of Liens under, the Mortgages and the Assignments of Leases and such other matters as Lender may reasonably request; (b) [intentionally omitted]; (c) opinions of Xxxxxxxx, Xxxxxx & Finger or other Delaware legal counsel, acceptable to Lender, for each Borrower that is a single member limited liability company formed under the laws of the State of Delaware that, among other matters, (1) under Delaware law (x) the prior unanimous written consent of Member (and the unanimous written consent of the board of directors of Member including the Independent Directors, or the unanimous prior written consent of the board of managers' of each Borrower, including the Independent Directors') would be required for a voluntary bankruptcy filing by each such Borrower, (y) the prior unanimous written consent of the board of directors of Member (including the Independent Directors) would be required for a voluntary bankruptcy filing by Member, (z) such unanimous consent requirements are enforceable against Member in accordance with their terms; (2) under Delaware law the bankruptcy or dissolution of Member would not cause the dissolution of any of the Borrowers and the bankruptcy or dissolution of the sole shareholder or member would not cause the dissolution of Member; (3) under Delaware law, creditors of Member shall have no legal or equitable remedies an Issuance Notice with respect to the assets of any of the Borrowers and creditors of Guarantor shall have no legal or equitable remedies with respect to the assets of Member; and (4) a federal bankruptcy court would hold that Delaware law governs the determination of what Persons have authority to file a voluntary bankruptcy petition on behalf of each Borrower and Member; and (d) such other legal opinions as Lender may reasonably request.Common Shares;

Opinions of Counsel. On That each time the Registration Statement or before the Closing DateProspectus is amended or supplemented (other than by an Issuance Supplement or a Current Report on Form 8-K, Lender unless reasonably requested by Xxxxx Fargo within 30 days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such amendment or supplement, an “Opinion Trigger Event”), the Company shall have received from Xxxxxxat any time selected by the Company on or following the date of such Opinion Trigger Event (except that during a Selling Period or any other period in which a prospectus relating to the Issuance Shares is required to be delivered by Xxxxx Fargo under the Securities Act, such time shall be no later than one Trading Day after each Opinion Trigger Event that occurs during such period; and provided that in any case delivery shall be a condition to the delivery of an Issuance Notice) furnish or cause to be furnished forthwith to Xxxxx Fargo a written opinion of Xxxxxx Xxxx Xxxxx Raysman & Xxxxxxx & XxxxxxLLP, LLP or other legal special counsel for the Borrowers Company, and Xxxx X. Xxxxxxxx, Esq., General Counsel and Secretary of the Company, in each case dated the date of delivery and in form reasonably satisfactory to LenderXxxxx Fargo, written legal opinions(i) if such counsel has previously furnished an opinion to the effect set forth in Exhibit B-1 or B-2 hereto (as applicable), each in form and substance acceptable to Lender, as to such matters as Lender shall request, including opinions to the effect that Xxxxx Fargo may rely on such previously furnished opinion of such counsel to the same extent as though it were dated the date of such letter authorizing reliance (iexcept that the statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) each of the Borrower Parties is duly formed, validly existing, and in good standing in its state of organization and, in the case of each Borrower, in each state where its Property is located, or (ii) this Loan Agreement and if such counsel has not previously furnished an opinion to the Loan Documents have been duly authorizedeffect set forth in Exhibit B-1 or B-2 hereto (as applicable), executed and delivered and are enforceable in accordance with their terms subject to customary qualifications for bankruptcy, general equitable principles, and other customary assumptions and qualifications; (iii) the Deposit Account Agreement and Cash Management Agreement have been duly authorized, executed and delivered by Borrower and Manager and are enforceable in accordance with their terms and the security interests in favor of Lender in the Account Collateral have been validly created and perfected; and (iv) no Borrower, Member or General Partner would be consolidated in any bankruptcy proceeding affecting Guarantor or certain other Affiliates of the Borrower Parties specified by Lender. Also on or before the Closing Date, Lender shall have received the following legal opinions, each in form and substance acceptable to Lender: (a) same tenor as such an opinion of the Borrowers' local such counsel in each state where the Properties are located as but modified to relate to the enforceability of, Registration Statement and the creation Prospectus as amended and perfection of Liens under, the Mortgages and the Assignments of Leases and supplemented to such other matters as Lender may reasonably request; (b) [intentionally omitted]; (c) opinions of Xxxxxxxx, Xxxxxx & Finger or other Delaware legal counsel, acceptable to Lender, for each Borrower that is a single member limited liability company formed under the laws of the State of Delaware that, among other matters, (1) under Delaware law (x) the prior unanimous written consent of Member (and the unanimous written consent of the board of directors of Member including the Independent Directors, or the unanimous prior written consent of the board of managers' of each Borrower, including the Independent Directors') would be required for a voluntary bankruptcy filing by each such Borrower, (y) the prior unanimous written consent of the board of directors of Member (including the Independent Directors) would be required for a voluntary bankruptcy filing by Member, (z) such unanimous consent requirements are enforceable against Member in accordance with their terms; (2) under Delaware law the bankruptcy or dissolution of Member would not cause the dissolution of any of the Borrowers and the bankruptcy or dissolution of the sole shareholder or member would not cause the dissolution of Member; (3) under Delaware law, creditors of Member shall have no legal or equitable remedies with respect to the assets of any of the Borrowers and creditors of Guarantor shall have no legal or equitable remedies with respect to the assets of Member; and (4) a federal bankruptcy court would hold that Delaware law governs the determination of what Persons have authority to file a voluntary bankruptcy petition on behalf of each Borrower and Member; and (d) such other legal opinions as Lender may reasonably requestdate.

Opinions of Counsel. On That each time the Registration Statement or before the Closing Date, Lender shall have received from Xxxxxx, Xxxxxxx & Xxxxxx, LLP Final Supplemented Prospectus is amended or supplemented (other legal counsel for the Borrowers satisfactory to Lender, written legal opinions, each in form and substance acceptable to Lender, as to such matters as Lender shall request, including opinions than by means of (x) an amendment or supplement relating solely to the effect that offering of securities other than Common Shares or (iy) each of the Borrower Parties is duly formeda Current Report on Form 8-K, validly existing, and in good standing in its state of organization andunless, in the case of each Borrower(y) reasonably requested by Barclays within 30 days from the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Final Supplemented Prospectus, the Company shall as soon as practicable thereafter furnish or cause to be furnished forthwith to Barclays a written opinion of Xxxxxxxx Xxxxxxx LLP, counsel to the Company, dated the date of such amendment, supplement or incorporation and in each state where its Property is locatedform reasonably satisfactory to Barclays, (i) if such counsel has previously furnished an opinion to the effect set forth in Exhibit B hereto to the effect that Barclays may rely on such previously furnished opinion of such counsel to the same extent as though it were dated the date of such letter authorizing reliance (except that the statements in such last opinion shall be deemed to relate to the Registration Statement and the Final Supplemented Prospectus as amended and supplemented to such date) or (ii) this Loan Agreement and if such counsel has not previously furnished an opinion to the Loan Documents have been duly authorized, executed and delivered and are enforceable effect set forth in accordance with their terms subject to customary qualifications for bankruptcy, general equitable principles, and other customary assumptions and qualifications; (iii) the Deposit Account Agreement and Cash Management Agreement have been duly authorized, executed and delivered by Borrower and Manager and are enforceable in accordance with their terms and the security interests in favor of Lender in the Account Collateral have been validly created and perfected; and (iv) no Borrower, Member or General Partner would be consolidated in any bankruptcy proceeding affecting Guarantor or certain other Affiliates Exhibit B hereto of the Borrower Parties specified by Lender. Also on or before the Closing Date, Lender shall have received the following legal opinions, each in form and substance acceptable to Lender: (a) same tenor as such an opinion of the Borrowers' local such counsel in each state where the Properties are located as but modified to relate to the enforceability of, Registration Statement and the creation Final Supplemented Prospectus as amended and perfection of Liens under, supplemented to such date. In the Mortgages and the Assignments of Leases and such other matters as Lender may reasonably request; (b) [intentionally omitted]; (c) opinions of Xxxxxxxx, Xxxxxx & Finger or other Delaware legal counsel, acceptable event Barclays requests an opinion pursuant to Lender, for each Borrower that is a single member limited liability company formed under the laws of the State of Delaware that, among other matters, (1) under Delaware law (x) the prior unanimous written consent of Member (and the unanimous written consent of the board of directors of Member including the Independent Directors, or the unanimous prior written consent of the board of managers' of each Borrower, including the Independent Directors') would be required for a voluntary bankruptcy filing by each such Borrower, clause (y) the prior unanimous written consent of the board of directors of Member (including the Independent Directors) would be required for a voluntary bankruptcy filing by Member, (z) such unanimous consent requirements are enforceable against Member in accordance with their terms; (2) under Delaware law the bankruptcy or dissolution of Member would not cause the dissolution of any of the Borrowers and the bankruptcy or dissolution of the sole shareholder or member would not cause the dissolution of Member; (3) under Delaware law, creditors of Member shall have no legal or equitable remedies above with respect to any Current Report on Form 8-K, the assets of any of Company shall not be required to deliver such opinion if the Borrowers and creditors of Guarantor shall have no legal or equitable remedies with respect Company agrees not to deliver an Issuance Notice until the assets of Member; and (4) a federal bankruptcy court next date an opinion would hold that Delaware law governs the determination of what Persons have authority otherwise be required pursuant to file a voluntary bankruptcy petition on behalf of each Borrower and Member; and (d) such other legal opinions as Lender may reasonably requestthis Section 4.09.

Opinions of Counsel. On The Company will cause this Indenture, any indentures supplemental to this Indenture, and any financing or before the Closing Date, Lender shall have received from Xxxxxx, Xxxxxxx & Xxxxxx, LLP or other legal counsel for the Borrowers satisfactory continuation statements to Lender, written legal opinions, each be promptly recorded and filed and re-recorded and refiled in form such manner and substance acceptable to Lenderin such places, as may be required by law in order fully to such matters as Lender preserve, protect and perfect the security of the Noteholders and all rights of the Trustee, and shall request, including opinions deliver to the effect that Trustee: (ia) each promptly after the execution and delivery of the Borrower Parties is duly formedthis Indenture and of any indenture supplemental to this Indenture, validly existing, and in good standing in its state an Opinion of organization andCounsel either stating that, in the case opinion of each Borrowersuch counsel, this Indenture or such supplemental indenture and any financing or continuation statements have been properly recorded and filed so as to make effective and to perfect the interest of the Trustee intended to be created by this Indenture for the benefit of the Holders from time to time of the Notes in the Pledged First Mortgage Bonds or the Pledged Substituted Mortgage Bonds, and reciting the details of such action, or stating that, in each state where its Property the opinion of such counsel, no such action is locatednecessary to perfect or make such interest effective and stating what, (ii) this Loan Agreement and the Loan Documents have been duly authorizedif any, executed and delivered and are enforceable in accordance with their terms subject to customary qualifications for bankruptcy, general equitable principles, and other customary assumptions and qualifications; (iii) the Deposit Account Agreement and Cash Management Agreement have been duly authorized, executed and delivered by Borrower and Manager and are enforceable in accordance with their terms and the security interests in favor of Lender in the Account Collateral have been validly created and perfected; and (iv) no Borrower, Member or General Partner would be consolidated in any bankruptcy proceeding affecting Guarantor or certain other Affiliates action of the Borrower Parties specified by Lender. Also foregoing character may reasonably be expected to become necessary prior to the next succeeding October 1 to maintain, perfect and make such interest effective; and (b) on or before October 1 of each year, beginning in 1999, and prior to the Closing Substitution Date, Lender shall have received an Opinion of Counsel either stating that in the following legal opinions, each in form and substance acceptable to Lender: (a) an opinion of such counsel such action has been taken, since the Borrowers' local counsel in each state where the Properties are located as to the enforceability of, and the creation and perfection of Liens under, the Mortgages and the Assignments of Leases and such other matters as Lender may reasonably request; (b) [intentionally omitted]; (c) opinions of Xxxxxxxx, Xxxxxx & Finger or other Delaware legal counsel, acceptable to Lender, for each Borrower that is a single member limited liability company formed under the laws date of the State most recent Opinion of Delaware that, among other matters, (1Counsel furnished pursuant to this Section 6.5(b) under Delaware law (x) the prior unanimous written consent of Member (and the unanimous written consent of the board of directors of Member including the Independent Directors, or the unanimous prior written consent first Opinion of the board of managers' of each BorrowerCounsel furnished pursuant to Section 6.5(a) hereof, including the Independent Directors') would be required for a voluntary bankruptcy filing by each such Borrower, (y) the prior unanimous written consent of the board of directors of Member (including the Independent Directors) would be required for a voluntary bankruptcy filing by Member, (z) such unanimous consent requirements are enforceable against Member in accordance with their terms; (2) under Delaware law the bankruptcy or dissolution of Member would not cause the dissolution of any of the Borrowers and the bankruptcy or dissolution of the sole shareholder or member would not cause the dissolution of Member; (3) under Delaware law, creditors of Member shall have no legal or equitable remedies with respect to the assets recording, filing, re-recording, or refiling of this Indenture, each supplemental indenture and any financing or continuation statements, as is necessary to maintain and perfect the interest of the Borrowers Trustee intended to be created by this Indenture for the benefit of the Holders from time to time of the Notes in the Pledged First Mortgage Bonds or the Pledged Substituted Mortgage Bonds, and creditors reciting the details of Guarantor shall have such action, or stating that in the opinion of such counsel no legal or equitable remedies with respect such action is necessary to maintain and perfect such interest and stating what, if any, action of the foregoing character may reasonably be expected to become necessary prior to the assets of Member; next succeeding October 1 to maintain, perfect and (4) a federal bankruptcy court would hold that Delaware law governs the determination of what Persons have authority to file a voluntary bankruptcy petition on behalf of each Borrower and Member; and (d) make such other legal opinions as Lender may reasonably requestsecurity interest effective.

Opinions of Counsel. On or before the Closing Date, Lender the Lenders shall have received an opinion or opinions, addressed to the Agents and each of the Lenders and dated the Closing Date, from Xxxxxx(i) Fried, Frank, Harris, Xxxxxxx & XxxxxxXxxxxxxx, LLP or counsel to the Loan Parties, which opinion shall cover the matters contained in Exhibit F-1 and such other legal matters incident to the transactions contemplated herein as the Agents may reasonably request, (ii) local counsel for to the Borrowers satisfactory to LenderForeign Loan Parties, written legal opinions, each which opinion shall be in form and substance acceptable to Lender, as to such matters as Lender shall request, including opinions reasonably satisfactory to the effect that Agents, (iiii) each of local counsel to the Borrower Domestic Loan Parties is duly formed, validly existing, and in good standing in its state of organization and, in reasonably satisfactory to the case of each Borrower, Agents in each state where its Property jurisdiction in which Collateral is located, (ii) this Loan Agreement which opinions shall cover the matters contained in Exhibit F-2 and such other matters incident to the transactions contemplated herein and in the other Loan Documents have been duly authorized, executed and delivered and are enforceable in accordance with their terms subject to customary qualifications for bankruptcy, general equitable principles, and other customary assumptions and qualifications; (iii) as the Deposit Account Agreement and Cash Management Agreement have been duly authorized, executed and delivered by Borrower and Manager and are enforceable in accordance with their terms and the security interests in favor of Lender in the Account Collateral have been validly created and perfected; Agents may reasonably request and (iv) no Borrowersuch local, Member or General Partner would be consolidated in any bankruptcy proceeding affecting Guarantor or certain foreign and other Affiliates counsel reasonably satisfactory to the Agents, which opinions shall cover the perfection of the Borrower Parties specified by Lendersecurity interest granted, the enforceability of the Loan Documents and such other matters incident to the transactions contemplated herein as the Agents may reasonably request, and each such opinion shall be in form and substance reasonably satisfactory to the Agents. Also on or before the At Closing Date, Lender the Arranger shall have received the following legal opinions, each in form and substance acceptable to Lender: (a) an opinion dated as of the Borrowers' local counsel in each state where the Properties are located as to the enforceability ofClosing Date, and the creation and perfection of Liens under, the Mortgages and the Assignments of Leases and such other matters as Lender may reasonably request; (b) [intentionally omitted]; (c) opinions of Xxxxxxxx, Xxxxxx & Finger or other Delaware legal counsel, acceptable addressed to Lender, for each Borrower that is a single member limited liability company formed under the laws of the State of Delaware that, among other matters, (1) under Delaware law (x) the prior unanimous written consent of Member (and the unanimous written consent of the board of directors of Member including the Independent Directors, or the unanimous prior written consent of the board of managers' of each Borrower, including the Independent Directors') would be required for a voluntary bankruptcy filing by each such Borrower, (y) the prior unanimous written consent of the board of directors of Member (including the Independent Directors) would be required for a voluntary bankruptcy filing by Member, (z) such unanimous consent requirements are enforceable against Member in accordance with their terms; (2) under Delaware law the bankruptcy or dissolution of Member would not cause the dissolution of any of the Borrowers and the bankruptcy or dissolution of the sole shareholder or member would not cause the dissolution of Member; (3) under Delaware law, creditors of Member shall have no legal or equitable remedies with respect to the assets of any of the Borrowers and creditors of Guarantor shall have no legal or equitable remedies with respect to the assets of Member; and (4) a federal bankruptcy court would hold that Delaware law governs the determination of what Persons have authority to file a voluntary bankruptcy petition them on behalf of the Lenders and the Agents, of any counsel delivered to the underwriters of the Senior Subordinated Notes in connection with the issuance and sale thereof or the consummation of the M-T Acquisition, or otherwise, or letters, dated as of Closing Date, from such counsel entitling the Arranger to rely on such opinions, in each Borrower and Member; and (d) such other legal opinions case as Lender the Arranger may reasonably request.

Opinions of Counsel. On Each time the Registration Statement or before the Closing DateProspectus is filed, Lender amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency Agreements, (y) an Issuance Supplement or (z) a Current Report on Form 8-K, unless filed during a Selling Period and reasonably requested by BTIG within 5 days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such amendment or supplement an “Opinion Triggering Event”), the Company shall have received from Xxxxxxas soon as practicable thereafter furnish or cause to be furnished to BTIG a written opinion of Bond, Xxxxxxx Xxxxxxxxx & XxxxxxKing, LLP or other legal PLLC, counsel for the Borrowers Company, dated the date of delivery and in form reasonably satisfactory to LenderBTIG, written legal opinions(i) if such counsel has previously furnished an opinion to the effect set forth in Exhibit B hereto, each in form and substance acceptable to Lender, as to such matters as Lender shall request, including opinions to the effect that BTIG may rely on such previously furnished opinion of such counsel to the same extent as though it were dated the date of such letter authorizing reliance (except that the statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or (ii) if such counsel has not previously furnished an opinion to the effect set forth in Exhibit B hereto, of the same tenor as such opinion of such counsel but modified to relate to the Registration Statement and the Prospectus as amended and supplemented to such date; provided, however, that the Company shall not be obligated to deliver any such opinion unless and until such time as (i) each of the Borrower Parties is duly formed, validly existing, and in good standing in its state of organization and, in the case of each Borrower, in each state where its Property is locatedCompany delivers an Issuance Notice, (ii) this Loan Agreement and the Loan Documents have been duly authorized, executed and delivered and are enforceable in accordance with their terms subject to customary qualifications for bankruptcy, general equitable principles, and other customary assumptions and qualifications; Opinion Trigger Event occurs during a Selling Period or (iii) the Deposit Account Agreement and Cash Management Agreement have been duly authorized, executed and delivered by Borrower and Manager and are enforceable in accordance with their terms and the security interests in favor of Lender in the Account Collateral have been validly created and perfected; and (iv) no Borrower, Member or General Partner would be consolidated in any bankruptcy proceeding affecting Guarantor or certain other Affiliates of the Borrower Parties specified by Lender. Also on or before the Closing Date, Lender shall have received the following legal opinions, each in form and substance acceptable to Lender: (a) an opinion of the Borrowers' local counsel in each state where the Properties are located as to the enforceability of, and the creation and perfection of Liens under, the Mortgages and the Assignments of Leases and such other matters as Lender may reasonably request; (b) [intentionally omitted]; (c) opinions of Xxxxxxxx, Xxxxxx & Finger or other Delaware legal counsel, acceptable to Lender, for each Borrower that is Company files a single member limited liability company formed under the laws of the State of Delaware that, among other matters, (1) under Delaware law (x) the prior unanimous written consent of Member (and the unanimous written consent of the board of directors of Member including the Independent Directors, or the unanimous prior written consent of the board of managers' of each Borrower, including the Independent Directors') would be required for a voluntary bankruptcy filing by each such Borrower, (y) the prior unanimous written consent of the board of directors of Member (including the Independent Directors) would be required for a voluntary bankruptcy filing by Member, (z) such unanimous consent requirements are enforceable against Member in accordance with their terms; (2) under Delaware law the bankruptcy or dissolution of Member would not cause the dissolution of any of the Borrowers and the bankruptcy or dissolution of the sole shareholder or member would not cause the dissolution of Member; (3) under Delaware law, creditors of Member shall have no legal or equitable remedies with respect to the assets of any of the Borrowers and creditors of Guarantor shall have no legal or equitable remedies with respect to the assets of Member; and (4) a federal bankruptcy court would hold that Delaware law governs the determination of what Persons have authority to file a voluntary bankruptcy petition on behalf of each Borrower and Member; and (d) such other legal opinions as Lender may reasonably request.Registration Statement;

Opinions of Counsel. On That each time the Registration Statement or before the Closing DateProspectus is amended or supplemented (other than by means of (x) an amendment or supplement relations solely to the offering of securities other than the Common Share, Lender (y) an Issuance Supplement or (z) a Current Report on Form 8-K, unless reasonably requested by Xxxxxxx Xxxxx within 30 days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such amendment or supplement and "Opinion Triggering Event"), the Company shall have received from Xxxxxxas soon as practicable thereafter furnish or cause to be furnished forthwith to Xxxxxxx Xxxxx a written opinion of Xxxxxxx Xxxxxxxxxxx & Mugel, Xxxxxxx & XxxxxxLLP, LLP or other legal counsel for the Borrowers Company, dated the date of delivery and in form reasonably satisfactory to LenderXxxxxxx Xxxxx, written legal opinions(i) if such counsel has previously furnished an opinion to the effect set forth in Exhibit B hereto, each in form and substance acceptable to Lender, as to such matters as Lender shall request, including opinions to the effect that Xxxxxxx Xxxxx xxx rely on such previously furnished opinion of such counsel to the same extent as though it were dated the date of such letter authorizing reliance (iexcept that the statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) each of the Borrower Parties is duly formed, validly existing, and in good standing in its state of organization and, in the case of each Borrower, in each state where its Property is located, or (ii) this Loan Agreement and if such counsel has not previously furnished an opinion to the Loan Documents have been duly authorizedeffect set forth in Exhibit B hereto, executed and delivered and are enforceable in accordance with their terms subject to customary qualifications for bankruptcy, general equitable principles, and other customary assumptions and qualifications; (iii) the Deposit Account Agreement and Cash Management Agreement have been duly authorized, executed and delivered by Borrower and Manager and are enforceable in accordance with their terms and the security interests in favor of Lender in the Account Collateral have been validly created and perfected; and (iv) no Borrower, Member or General Partner would be consolidated in any bankruptcy proceeding affecting Guarantor or certain other Affiliates of the Borrower Parties specified by Lender. Also on or before the Closing Date, Lender shall have received the following legal opinions, each in form and substance acceptable to Lender: (a) same tenor as such an opinion of the Borrowers' local such counsel in each state where the Properties are located as but modified to relate to the enforceability of, Registration Statement and the creation Prospectus as amended and perfection of Liens undersupplemented to such date; provided, however, that the Mortgages Company shall not be obligated to deliver any such opinion unless and until such time as the Assignments of Leases and such other matters as Lender may reasonably request; (b) [intentionally omitted]; (c) opinions of Xxxxxxxx, Xxxxxx & Finger or other Delaware legal counsel, acceptable to Lender, for each Borrower that is a single member limited liability company formed under the laws of the State of Delaware that, among other matters, (1) under Delaware law (x) the prior unanimous written consent of Member (and the unanimous written consent of the board of directors of Member including the Independent Directors, Company delivers an Issuance Notice or the unanimous prior written consent of the board of managers' of each Borrower, including the Independent Directors') would be required for Opinion Trigger Event occurs during a voluntary bankruptcy filing by each such Borrower, (y) the prior unanimous written consent of the board of directors of Member (including the Independent Directors) would be required for a voluntary bankruptcy filing by Member, (z) such unanimous consent requirements are enforceable against Member in accordance with their terms; (2) under Delaware law the bankruptcy or dissolution of Member would not cause the dissolution of any of the Borrowers and the bankruptcy or dissolution of the sole shareholder or member would not cause the dissolution of Member; (3) under Delaware law, creditors of Member shall have no legal or equitable remedies with respect to the assets of any of the Borrowers and creditors of Guarantor shall have no legal or equitable remedies with respect to the assets of Member; and (4) a federal bankruptcy court would hold that Delaware law governs the determination of what Persons have authority to file a voluntary bankruptcy petition on behalf of each Borrower and Member; and (d) such other legal opinions as Lender may reasonably request.Selling Period;

Opinions of Counsel. On or before the Closing Date, Lender shall have received from Xxxxxx, Xxxxxxx & Xxxxxx, LLP or other legal counsel for the Borrowers satisfactory to Lender, written legal opinions, each in form and substance acceptable to Lender, as to such matters as Lender shall request, including opinions to the effect that (i) That each time the Registration Statement or the Prospectus is amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the Borrower Parties is duly formedoffering of securities other than the Shares, validly existing(y) a Pricing Supplement or (z) a Current Report on Form 8-K, and in good standing in its state of organization andunless, in the case of (y) or (z) reasonably requested by Sales Agent, the Forward Seller or the Forward Purchaser within five days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each Borrowersuch date, in each state where its Property is located, a “Registration Statement Amendment Date”) or (ii) this Loan Agreement otherwise after each reasonable request by Sales Agent, the Forward Seller or the Forward Purchaser, as the case may be (each date of any such request by Sales Agent, the Forward Seller or the Forward Purchaser, an “Opinion Request Date”), the Company shall as soon as practicable thereafter furnish or cause to be furnished within two business days to Sales Agent, the Forward Seller and the Loan Documents have been duly authorizedForward Purchaser written opinions and negative assurance letters of Gxxxxxx Procter LLP, executed counsel for the Company, dated the date of such amendment, supplement or incorporation and delivered and are enforceable in accordance with their terms subject form reasonably satisfactory to customary qualifications for bankruptcySales Agent, general equitable principles, and other customary assumptions and qualifications; (iii) the Deposit Account Agreement and Cash Management Agreement have been duly authorized, executed and delivered by Borrower and Manager and are enforceable in accordance with their terms Forward Seller and the security interests Forward Purchaser, MxXxxxxxx Will & Exxxx LLP, counsel for Sales Agent, the Alternative Sales Agents, the Forward Seller and the Forward Purchaser dated the date of such amendment, supplement or incorporation and in favor of Lender in form reasonably satisfactory to Sales Agent, the Account Collateral have been validly created Forward Seller and perfected; the Forward Purchaser, or, if such counsel has previously furnished opinions and (iv) no Borrower, Member or General Partner would be consolidated in any bankruptcy proceeding affecting Guarantor or certain other Affiliates of the Borrower Parties specified by Lender. Also on or before the Closing Date, Lender shall have received the following legal opinions, each negative assurance letters in form and substance acceptable to Lender: (a) an opinion of the Borrowers' local counsel in each state where the Properties are located as reasonably satisfactory to the enforceability ofSales Agent, the Forward Seller and the creation and perfection of Liens underForward Purchaser, written letter(s) to the effect that Sales Agent, the Mortgages Forward Seller and the Assignments Forward Purchaser may rely on such previously furnished opinions and negative assurance letters of Leases such counsel to the same extent as though they were dated the date of such letter authorizing reliance (except that the statements in such last opinions and such other matters as Lender may reasonably request; (b) [intentionally omitted]; (c) opinions of Xxxxxxxx, Xxxxxx & Finger or other Delaware legal counsel, acceptable negative assurance letters shall be deemed to Lender, for each Borrower that is a single member limited liability company formed under relate to the laws of the State of Delaware that, among other matters, (1) under Delaware law (x) the prior unanimous written consent of Member (Registration Statement and the unanimous written consent of Prospectus as amended and supplemented to such date); provided, however, that the board of directors of Member including the Independent Directors, or the unanimous prior written consent of the board of managers' of each Borrower, including the Independent Directors') would be required for a voluntary bankruptcy filing by each such Borrower, (y) the prior unanimous written consent of the board of directors of Member (including the Independent Directors) would be required for a voluntary bankruptcy filing by Member, (z) such unanimous consent requirements are enforceable against Member in accordance with their terms; (2) under Delaware law the bankruptcy or dissolution of Member would not cause the dissolution of any of the Borrowers and the bankruptcy or dissolution of the sole shareholder or member would not cause the dissolution of Member; (3) under Delaware law, creditors of Member Company shall have no legal or equitable remedies the right in its sole discretion to suspend the delivery of all such opinions and negative assurance letters otherwise required by this Section 4.07 if the Company does not expect to deliver a Transaction Notice with respect to the assets Shares; provided further, that the delivery of any each such opinion and negative assurance letter (dated as of the Borrowers and creditors date on which the most recent Form 10-Q or Form 10-K or, if applicable, Form 8-K was filed by the Company with the Commission) shall be a condition precedent to the delivery by the Company of Guarantor shall have no legal or equitable remedies a Transaction Notice with respect to the assets of Member; and (4) a federal bankruptcy court would hold that Delaware law governs the determination of what Persons have authority to file a voluntary bankruptcy petition on behalf of each Borrower and Member; and (d) such other legal opinions as Lender may reasonably requestShares.

Opinions of Counsel. On or before the Closing Date, Lender shall have received from Xxxxxx, Xxxxxxx & Xxxxxx, LLP or other legal counsel for the Borrowers satisfactory to Lender, written legal opinions, each in form and substance acceptable to Lender, as to such matters as Lender shall request, including opinions Initial Borrowing Date (but subject to the effect that (i) each terms of the Borrower Parties is duly formed, validly existing, and in good standing in its state of organization andSection 12.20, in the case of opinions required to be delivered pursuant to clause (ii) below), each Borrowerof the Agents shall have received opinions, addressed to each of the Agents and each of the Lenders and dated the Initial Borrowing Date, from (i) Xxxxxxxx & Xxxxx, counsel to the Credit Parties, which opinion shall cover the matters contained in Exhibit H and such other matters incident to the transactions contemplated herein as each state where its Property is locatedof the Agents may reasonably request, (ii) this Loan Agreement local counsel to the Credit Parties and/or the Agents in each of Germany, Japan, the Netherlands, Mexico, Canada and Australia, in each case reasonably satisfactory to the Loan Documents have been duly authorizedAgents, executed which opinions which shall (x) be addressed to each Agent, the Collateral Agent and delivered each of the Lenders and be dated the Initial Borrowing Date, (y) cover (I) various matters regarding the execution, delivery and performance of the Foreign Pledge Agreements to which Subsidiaries of Holdings organized in that jurisdiction are enforceable party (if applicable), (II) the perfection and priority of security interests granted in accordance with their terms subject respect of entities organized in that jurisdiction and (III) such other matters incident to customary qualifications for bankruptcythe transactions contemplated herein as the Agents may reasonably request and (z) be in form, general equitable principlesscope and substance reasonably satisfactory to the Agents, and other customary assumptions and qualifications; (iii) local counsel to the Deposit Account Agreement Credit Parties and/or the Agents reasonably satisfactory to the Agents practicing in those jurisdictions in which Mortgaged Properties are located, such opinions as the Agents may reasonably request, which opinions (x) shall be addressed to each Agent, the Collateral Agent and Cash Management Agreement have been duly authorizedeach of the Lenders and be dated the Initial Borrowing Date, executed and delivered by Borrower and Manager and are enforceable in accordance with their terms and (y) shall cover the perfection of the security interests in favor of Lender in granted pursuant to the Account Collateral have been validly created relevant Security Documents and perfected; such other matters incident to the transactions contemplated herein as the Agents may reasonably request and (ivz) no Borrower, Member or General Partner would shall be consolidated in any bankruptcy proceeding affecting Guarantor or certain other Affiliates of the Borrower Parties specified by Lender. Also on or before the Closing Date, Lender shall have received the following legal opinions, each in form and substance acceptable to Lender: (a) an opinion of the Borrowers' local counsel in each state where the Properties are located as reasonably satisfactory to the enforceability of, and the creation and perfection of Liens under, the Mortgages and the Assignments of Leases and such other matters as Lender may reasonably request; (b) [intentionally omitted]; (c) opinions of Xxxxxxxx, Xxxxxx & Finger or other Delaware legal counsel, acceptable to Lender, for each Borrower that is a single member limited liability company formed under the laws of the State of Delaware that, among other matters, (1) under Delaware law (x) the prior unanimous written consent of Member (and the unanimous written consent of the board of directors of Member including the Independent Directors, or the unanimous prior written consent of the board of managers' of each Borrower, including the Independent Directors') would be required for a voluntary bankruptcy filing by each such Borrower, (y) the prior unanimous written consent of the board of directors of Member (including the Independent Directors) would be required for a voluntary bankruptcy filing by Member, (z) such unanimous consent requirements are enforceable against Member in accordance with their terms; (2) under Delaware law the bankruptcy or dissolution of Member would not cause the dissolution of any of the Borrowers and the bankruptcy or dissolution of the sole shareholder or member would not cause the dissolution of Member; (3) under Delaware law, creditors of Member shall have no legal or equitable remedies with respect to the assets of any of the Borrowers and creditors of Guarantor shall have no legal or equitable remedies with respect to the assets of Member; and (4) a federal bankruptcy court would hold that Delaware law governs the determination of what Persons have authority to file a voluntary bankruptcy petition on behalf of each Borrower and Member; and (d) such other legal opinions as Lender may reasonably requestAgents.

Opinions of Counsel. On or before prior to the Closing Datedate that Securities are first sold pursuant to the terms of this Agreement the Company shall furnish to the Placement Agent the opinions, Lender shall have received from Xxxxxxeach addressed to the Placement Agent, of (i) Xxxxxxx & XxxxxxXxxxx LLP, LLP or other legal counsel for the Borrowers Company, or other counsel satisfactory to Lenderthe Placement Agent, written legal opinions, each in form and substance acceptable to Lender, as to such matters as Lender shall request, including opinions reasonably satisfactory to the effect Placement Agent and its counsel, dated the date that (i) each of the Borrower Parties opinion is duly formedrequired to be delivered, validly existing, substantially similar to the forms attached hereto as Exhibit D and in good standing in its state of organization and, in the case of each Borrower, in each state where its Property is located, Exhibit E; (ii) this Loan Agreement Xxxxxxx Xxxxx LLP, counsel for the Advisor, or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Loan Documents Placement Agent and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F; (iii) a written opinion of Xxxxx Lovells US LLP, Maryland counsel to the Company, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit G; and (iv) a written opinion of the Company’s General Counsel, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit H. Prior to the date that any Securities are sold hereunder, the Company shall cause Company Maryland Counsel to deliver to the Placement Agent a written opinion that such Securities have been duly authorized, executed and delivered and are enforceable and, when issued in accordance with their terms subject to customary qualifications for bankruptcythe provisions of the Agreement, general equitable principleswill be validly issued, fully paid and non-assessable, and other customary assumptions and qualifications; (iii) such written opinion shall be reasonably satisfactory to the Deposit Account Agreement and Cash Management Agreement have been duly authorized, executed and delivered by Borrower and Manager and are enforceable in accordance with their terms and the security interests in favor of Lender in the Account Collateral have been validly created and perfected; and (iv) no Borrower, Member or General Partner would be consolidated in any bankruptcy proceeding affecting Guarantor or certain other Affiliates of the Borrower Parties specified by Lender. Also on or before the Closing Date, Lender shall have received the following legal opinions, each Placement Agent in form and substance acceptable to Lender: (a) an opinion of the Borrowers' local counsel in each state where the Properties are located as to the enforceability of, and the creation and perfection of Liens under, the Mortgages and the Assignments of Leases and such other matters as Lender may reasonably request; (b) [intentionally omitted]; (c) opinions of Xxxxxxxx, Xxxxxx & Finger or other Delaware legal counsel, acceptable to Lender, for each Borrower that is a single member limited liability company formed under the laws of the State of Delaware that, among other matters, (1) under Delaware law (x) the prior unanimous written consent of Member (and the unanimous written consent of the board of directors of Member including the Independent Directors, or the unanimous prior written consent of the board of managers' of each Borrower, including the Independent Directors') would be required for a voluntary bankruptcy filing by each such Borrower, (y) the prior unanimous written consent of the board of directors of Member (including the Independent Directors) would be required for a voluntary bankruptcy filing by Member, (z) such unanimous consent requirements are enforceable against Member in accordance with their terms; (2) under Delaware law the bankruptcy or dissolution of Member would not cause the dissolution of any of the Borrowers and the bankruptcy or dissolution of the sole shareholder or member would not cause the dissolution of Member; (3) under Delaware law, creditors of Member shall have no legal or equitable remedies with respect to the assets of any of the Borrowers and creditors of Guarantor shall have no legal or equitable remedies with respect to the assets of Member; and (4) a federal bankruptcy court would hold that Delaware law governs the determination of what Persons have authority to file a voluntary bankruptcy petition on behalf of each Borrower and Member; and (d) such other legal opinions as Lender may reasonably requestsubstance.

Opinions of Counsel. On (a) That each time the Registration Statement, the Prospectus or before any Permitted Free Writing Prospectus is amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the Closing Dateissuance or offering of securities other than the Common Shares, Lender shall have received from Xxxxxxor (y) a Current Report on Form 8-K unless such Current Report on Form 8-K contains capsule financial information, Xxxxxxx & Xxxxxxhistorical or pro forma financial statements, LLP supporting schedules or other legal financial data, including any Current Report on Form 8-K or part thereof under Item 2.02 of Regulation S-K of the Commission that is considered “filed” under the Exchange Act), including by the filing of any Incorporated Document, or at any time the Sales Agents may reasonably request (each such amendment, supplement or request, an “Opinion Trigger Event”), the Company shall at any time selected by the Company on or following the date of such Opinion Trigger Event (except that during a Selling Period or any other period in which a prospectus relating to the Common Shares is required to be delivered by the Sales Agents under the Securities Act, such time shall be no later than one (1) Trading Day after each Opinion Trigger Event that occurs during such period; and provided that in any case delivery shall be a condition to the delivery of an Issuance Notice) furnish forthwith to the Sales Agents a written opinion or negative assurance letter of Xxxxxxxx & Xxxxxxxx LLP, counsel for the Borrowers Company, and Xxxxxxxxx Xxxxxx, Senior Vice President/ Chief Legal, Safety & Compliance Officer and Corporate Secretary of the Company and a written opinion or negative assurance letter of Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the Sales Agents, or other counsel selected by the Company and reasonably satisfactory to Lenderthe Sales Agents, written legal opinions, in each case dated the date of delivery and in form and substance acceptable reasonably satisfactory to Lenderthe Sales Agents, (i) if such counsel has previously furnished an opinion or negative assurance letter to the effect set forth in Exhibit B-1 or B-2 hereto (as to such matters as Lender shall requestapplicable), including opinions to the effect that the Sales Agents may rely on such previously furnished opinion of such counsel to the same extent as though it were dated the date of such letter authorizing reliance (iexcept that the statements in such last opinion shall be deemed to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to such date) each of the Borrower Parties is duly formed, validly existing, and in good standing in its state of organization and, in the case of each Borrower, in each state where its Property is located, or (ii) if such counsel has not previously furnished an opinion to the effect set forth in Exhibit B-1 or B-2 hereto (as applicable), of the same tenor as such opinion of such counsel but modified to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to such date. (b) Notwithstanding the foregoing, the Company may upon written notice to the Sales Agents elect to, in lieu of furnishing to the Sales Agents such written opinions contemplated by Section 4.07(a) at the times specified in Section 4.07(a), furnish or cause to be furnished to the Sales Agents such written opinions on each Issuance Date, dated such Issuance Date. Such written opinions shall satisfy the requirements of this Loan Agreement and Section 4.07 for the Loan Documents have been duly authorizedperiod from the date of such written opinions until the Registration Statement, executed and delivered and are enforceable in accordance with their terms subject the Prospectus or any Permitted Free Writing Prospectus is next amended or supplemented (other than (x) an amendment or supplement relating solely to customary qualifications for bankruptcy, general equitable principles, and the issuance or offering of securities other customary assumptions and qualifications; (iii) than the Deposit Account Agreement and Cash Management Agreement have been duly authorized, executed and delivered by Borrower and Manager and are enforceable in accordance with their terms and the security interests in favor of Lender in the Account Collateral have been validly created and perfected; Common Shares and (ivy) no Borrowerby a Current Report on Form 8-K unless such Current Report on Form 8-K contains capsule financial information, Member historical or General Partner would be consolidated in pro forma financial statements, supporting schedules or other financial data, including any bankruptcy proceeding affecting Guarantor Current Report on Form 8-K or certain other Affiliates part thereof under Item 2.02 of Regulation S-K of the Borrower Parties specified Commission that is considered “filed” under the Exchange Act), including by Lender. Also on the filing of any Incorporated Document, or before at any time the Closing Date, Lender shall have received the following legal opinions, each in form and substance acceptable to Lender: (a) an opinion of the Borrowers' local counsel in each state where the Properties are located as to the enforceability of, and the creation and perfection of Liens under, the Mortgages and the Assignments of Leases and such other matters as Lender Sales Agents may reasonably request; (b, upon which amendment, supplement or request, the Company shall furnish such written opinions contemplated by Section 4.07(a) [intentionally omitted]; (c) opinions as soon as practicable after such amendment, supplement or request, each dated the date of Xxxxxxxxsuch amendment, Xxxxxx & Finger supplement or other Delaware legal counselrequest, acceptable to Lender, for each Borrower that is a single member limited liability company formed under as the laws of the State of Delaware that, among other matters, (1) under Delaware law (x) the prior unanimous written consent of Member (and the unanimous written consent of the board of directors of Member including the Independent Directors, or the unanimous prior written consent of the board of managers' of each Borrower, including the Independent Directors') would be required for a voluntary bankruptcy filing by each such Borrower, (y) the prior unanimous written consent of the board of directors of Member (including the Independent Directors) would be required for a voluntary bankruptcy filing by Member, (z) such unanimous consent requirements are enforceable against Member in accordance with their terms; (2) under Delaware law the bankruptcy or dissolution of Member would not cause the dissolution of any of the Borrowers and the bankruptcy or dissolution of the sole shareholder or member would not cause the dissolution of Member; (3) under Delaware law, creditors of Member shall have no legal or equitable remedies with respect to the assets of any of the Borrowers and creditors of Guarantor shall have no legal or equitable remedies with respect to the assets of Member; and (4) a federal bankruptcy court would hold that Delaware law governs the determination of what Persons have authority to file a voluntary bankruptcy petition on behalf of each Borrower and Member; and (d) such other legal opinions as Lender case may reasonably requestbe.

Opinions of Counsel. On Each time the Registration Statement or before the Closing DateProspectus is filed, Lender amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency Agreements, (y) an Issuance Supplement or (z) a Current Report on Form 8-K, unless filed during a Selling Period and reasonably requested by Xxxxx within 5 days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such amendment or supplement an “Opinion Triggering Event”), the Company shall have received from Xxxxxxas soon as practicable thereafter furnish or cause to be furnished to Xxxxx a written opinion of Bond, Xxxxxxx Xxxxxxxxx & XxxxxxXxxx, LLP or other legal PLLC, counsel for the Borrowers Company, dated the date of delivery and in form reasonably satisfactory to LenderXxxxx, written legal opinions(i) if such counsel has previously furnished an opinion to the effect set forth in Exhibit B hereto, each in form and substance acceptable to Lender, as to such matters as Lender shall request, including opinions to the effect that Xxxxx may rely on such previously furnished opinion of such counsel to the same extent as though it were dated the date of such letter authorizing reliance (except that the statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or (ii) if such counsel has not previously furnished an opinion to the effect set forth in Exhibit B hereto, of the same tenor as such opinion of such counsel but modified to relate to the Registration Statement and the Prospectus as amended and supplemented to such date; provided, however, that the Company shall not be obligated to deliver any such opinion unless and until such time as (i) each of the Borrower Parties is duly formed, validly existing, and in good standing in its state of organization and, in the case of each Borrower, in each state where its Property is locatedCompany delivers an Issuance Notice, (ii) this Loan Agreement and the Loan Documents have been duly authorized, executed and delivered and are enforceable in accordance with their terms subject to customary qualifications for bankruptcy, general equitable principles, and other customary assumptions and qualifications; Opinion Trigger Event occurs during a Selling Period or (iii) the Deposit Account Agreement and Cash Management Agreement have been duly authorized, executed and delivered by Borrower and Manager and are enforceable in accordance with their terms and the security interests in favor of Lender in the Account Collateral have been validly created and perfected; and (iv) no Borrower, Member or General Partner would be consolidated in any bankruptcy proceeding affecting Guarantor or certain other Affiliates of the Borrower Parties specified by Lender. Also on or before the Closing Date, Lender shall have received the following legal opinions, each in form and substance acceptable to Lender: (a) an opinion of the Borrowers' local counsel in each state where the Properties are located as to the enforceability of, and the creation and perfection of Liens under, the Mortgages and the Assignments of Leases and such other matters as Lender may reasonably request; (b) [intentionally omitted]; (c) opinions of Xxxxxxxx, Xxxxxx & Finger or other Delaware legal counsel, acceptable to Lender, for each Borrower that is Company files a single member limited liability company formed under the laws of the State of Delaware that, among other matters, (1) under Delaware law (x) the prior unanimous written consent of Member (and the unanimous written consent of the board of directors of Member including the Independent Directors, or the unanimous prior written consent of the board of managers' of each Borrower, including the Independent Directors') would be required for a voluntary bankruptcy filing by each such Borrower, (y) the prior unanimous written consent of the board of directors of Member (including the Independent Directors) would be required for a voluntary bankruptcy filing by Member, (z) such unanimous consent requirements are enforceable against Member in accordance with their terms; (2) under Delaware law the bankruptcy or dissolution of Member would not cause the dissolution of any of the Borrowers and the bankruptcy or dissolution of the sole shareholder or member would not cause the dissolution of Member; (3) under Delaware law, creditors of Member shall have no legal or equitable remedies with respect to the assets of any of the Borrowers and creditors of Guarantor shall have no legal or equitable remedies with respect to the assets of Member; and (4) a federal bankruptcy court would hold that Delaware law governs the determination of what Persons have authority to file a voluntary bankruptcy petition on behalf of each Borrower and Member; and (d) such other legal opinions as Lender may reasonably request.Registration Statement;

Opinions of Counsel. On or before the Closing Date, Lender shall have received from Xxxxxx, Xxxxxxx & Xxxxxx, LLP or other legal counsel for the Borrowers satisfactory to Lender, written legal opinions, each in form and substance acceptable to Lender, as to such matters as Lender shall request, including opinions to the effect that (i) That each time the Registration Statement or the Prospectus is amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the Borrower Parties is duly formedoffering of securities other than the Program Shares, validly existing(y) an Issuance Supplement or (z) a Current Report on Form 8-K, and in good standing in its state of organization andunless, in the case of (y) or (z) reasonably requested by Xxxxxx Xxxxxxx within five days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each Borrowersuch date, in each state where its Property is located, a “Registration Statement Amendment Date”); or (ii) this Loan Agreement otherwise after each reasonable request by Xxxxxx Xxxxxxx (each date of any such request by Xxxxxx Xxxxxxx, an “Opinion Request Date”), the Transaction Entities shall as soon as practicable thereafter furnish or cause to be furnished as promptly as practicable thereafter to Xxxxxx Xxxxxxx written opinions and negative assurance letters (A) of DLA Piper LLP (US), counsel for the Transaction Entities, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to Xxxxxx Xxxxxxx, (B) of the General Counsel of EQR, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to Xxxxxx Xxxxxxx, and (C) of Xxxxx Lovells US LLP, counsel for Xxxxxx Xxxxxxx and the Loan Documents have been duly authorizedAlternative Sales Agents, executed dated the date of such amendment, supplement or incorporation and delivered and are enforceable in accordance with their terms subject to customary qualifications for bankruptcy, general equitable principles, and other customary assumptions and qualifications; (iii) the Deposit Account Agreement and Cash Management Agreement have been duly authorized, executed and delivered by Borrower and Manager and are enforceable in accordance with their terms and the security interests in favor of Lender in the Account Collateral have been validly created and perfected; and (iv) no Borrower, Member or General Partner would be consolidated in any bankruptcy proceeding affecting Guarantor or certain other Affiliates of the Borrower Parties specified by Lender. Also on or before the Closing Date, Lender shall have received the following legal opinions, each in form and substance acceptable reasonably satisfactory to Lender: (a) an opinion of the Borrowers' local counsel in each state where the Properties are located as to the enforceability of, and the creation and perfection of Liens under, the Mortgages and the Assignments of Leases and such other matters as Lender may reasonably request; (b) [intentionally omitted]; (c) opinions of Xxxxxxxx, Xxxxxx & Finger or other Delaware legal counsel, acceptable to Lender, for each Borrower that is a single member limited liability company formed under the laws of the State of Delaware that, among other mattersXxxxxxx, (1) under Delaware law if such counsel has previously furnished opinions and negative assurance letters to the effect set forth in Exhibits B, C and D hereto, to the effect that Xxxxxx Xxxxxxx may rely on such previously furnished opinions and negative assurance letters of such counsel to the same extent as though they were dated the date of such letter authorizing reliance (x) except that the prior unanimous written consent of Member (statements in such last opinions and negative assurance letters shall be deemed to relate to the Registration Statement and the unanimous written consent of the board of directors of Member including the Independent Directors, Prospectus as amended and supplemented to such date) or the unanimous prior written consent of the board of managers' of each Borrower, including the Independent Directors') would be required for a voluntary bankruptcy filing by each such Borrower, (y) the prior unanimous written consent of the board of directors of Member (including the Independent Directors) would be required for a voluntary bankruptcy filing by Member, (z) such unanimous consent requirements are enforceable against Member in accordance with their terms; (2) under Delaware law if such counsel has not previously furnished opinions and negative assurance letters to the bankruptcy or dissolution effect set forth in Exhibits B, C and D hereto, of Member would not cause the dissolution same tenor as such opinions and negative assurance letters of such counsel but modified to relate to the Registration Statement, the Prospectus and the General Disclosure Package (other than the offering price of any of Program Shares) as amended and supplemented to such date; provided, however, that the Borrowers and the bankruptcy or dissolution of the sole shareholder or member would not cause the dissolution of Member; (3) under Delaware law, creditors of Member Transaction Entities shall have no legal or equitable remedies the right in their sole discretion to suspend the delivery of all such opinions and negative assurance letters otherwise required by this Section 4.07 if the Transaction Entities do not expect to deliver an Issuance Notice with respect to the assets Program Shares; provided further, that, in the event the Transactions Entities have suspended the delivery of any such opinions and negative assurance letters pursuant to the terms of this Section 4.07, the delivery of the Borrowers opinions and creditors negative assurance letters required by this Section 4.07, dated as of Guarantor the date of their delivery, shall have no legal or equitable remedies be a condition precedent to the delivery by EQR of an Issuance Notice with respect to the assets of Member; and (4) a federal bankruptcy court would hold that Delaware law governs the determination of what Persons have authority to file a voluntary bankruptcy petition on behalf of each Borrower and Member; and (d) such other legal opinions as Lender may reasonably request.Program Shares;

Opinions of Counsel. On or before the Closing Date, Lender shall have received from Xxxxxx, Xxxxxxx & Xxxxxx, LLP or other legal counsel for the Borrowers satisfactory to Lender, written legal opinions, each in form and substance acceptable to Lender, as to such matters as Lender shall request, including opinions to the effect that (i) That each time the Registration Statement or the Prospectus is amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the Borrower Parties is duly formedoffering of securities other than the Program Shares, validly existing(y) an Issuance Supplement or (z) a Current Report on Form 8-K, and in good standing in its state of organization andunless, in the case of (y) or (z) reasonably requested by JPMorgan within five days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each Borrowersuch date, in each state where its Property is located, a “Registration Statement Amendment Date”); or (ii) this Loan Agreement otherwise after each reasonable request by JPMorgan (each date of any such request by JPMorgan, an “Opinion Request Date”), the Transaction Entities shall as soon as practicable thereafter furnish or cause to be furnished as promptly as practicable thereafter to JPMorgan written opinions and negative assurance letters (A) of Sidley Austin LLP, counsel for the Transaction Entities, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to JPMorgan, (B) of the General Counsel of EQR, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to JPMorgan, and (C) of Xxxxx & Xxxxxxx, LLP, counsel for JPMorgan and the Loan Documents have been duly authorizedAlternative Sales Agents, executed dated the date of such amendment, supplement or incorporation and delivered and are enforceable in accordance with their terms subject to customary qualifications for bankruptcy, general equitable principles, and other customary assumptions and qualifications; (iii) the Deposit Account Agreement and Cash Management Agreement have been duly authorized, executed and delivered by Borrower and Manager and are enforceable in accordance with their terms and the security interests in favor of Lender in the Account Collateral have been validly created and perfected; and (iv) no Borrower, Member or General Partner would be consolidated in any bankruptcy proceeding affecting Guarantor or certain other Affiliates of the Borrower Parties specified by Lender. Also on or before the Closing Date, Lender shall have received the following legal opinions, each in form and substance acceptable reasonably satisfactory to Lender: (a) an opinion of the Borrowers' local counsel in each state where the Properties are located as to the enforceability of, and the creation and perfection of Liens under, the Mortgages and the Assignments of Leases and such other matters as Lender may reasonably request; (b) [intentionally omitted]; (c) opinions of Xxxxxxxx, Xxxxxx & Finger or other Delaware legal counsel, acceptable to Lender, for each Borrower that is a single member limited liability company formed under the laws of the State of Delaware that, among other mattersJPMorgan, (1) under Delaware law if such counsel has previously furnished opinions and negative assurance letters to the effect set forth in Exhibits B, C and D hereto, to the effect that JPMorgan may rely on such previously furnished opinions and negative assurance letters of such counsel to the same extent as though they were dated the date of such letter authorizing reliance (x) except that the prior unanimous written consent of Member (statements in such last opinions and negative assurance letters shall be deemed to relate to the Registration Statement and the unanimous written consent of the board of directors of Member including the Independent Directors, Prospectus as amended and supplemented to such date) or the unanimous prior written consent of the board of managers' of each Borrower, including the Independent Directors') would be required for a voluntary bankruptcy filing by each such Borrower, (y) the prior unanimous written consent of the board of directors of Member (including the Independent Directors) would be required for a voluntary bankruptcy filing by Member, (z) such unanimous consent requirements are enforceable against Member in accordance with their terms; (2) under Delaware law if such counsel has not previously furnished opinions and negative assurance letters to the bankruptcy or dissolution effect set forth in Exhibits B, C and D hereto, of Member would not cause the dissolution same tenor as such opinions and negative assurance letters of such counsel but modified to relate to the Registration Statement, the Prospectus and the General Disclosure Package (other than the offering price of any of Program Shares) as amended and supplemented to such date; provided, however, that the Borrowers and the bankruptcy or dissolution of the sole shareholder or member would not cause the dissolution of Member; (3) under Delaware law, creditors of Member Transaction Entities shall have no legal or equitable remedies the right in their sole discretion to suspend the delivery of all such opinions and negative assurance letters otherwise required by this Section 4.07 if the Transaction Entities do not expect to deliver an Issuance Notice with respect to the assets Program Shares; provided further, that the delivery of any each such opinion and negative assurance letter (dated as of the Borrowers and creditors date on which the most recent Form 10-Q or Form 10-K or, if applicable, Form 8-K was filed by EQR with the Commission) shall be a condition precedent to the delivery by EQR of Guarantor shall have no legal or equitable remedies an Issuance Notice with respect to the assets of Member; and (4) a federal bankruptcy court would hold that Delaware law governs the determination of what Persons have authority to file a voluntary bankruptcy petition on behalf of each Borrower and Member; and (d) such other legal opinions as Lender may reasonably request.Program Shares;

Opinions of Counsel. On Each time the Registration Statement or before the Closing DateProspectus is filed, Lender amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency Agreements, (y) an Issuance Supplement or (z) a Current Report on Form 8-K, unless filed during a Selling Period and reasonably requested by BNYMCM within 5 days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such amendment or supplement an “Opinion Triggering Event”), the Company shall have received from Xxxxxxas soon as practicable thereafter furnish or cause to be furnished to BNYMCM a written opinion of Xxxxxxx Xxxxxxxxxxx & Mugel, Xxxxxxx & XxxxxxLLP, LLP or other legal counsel for the Borrowers Company, dated the date of delivery and in form reasonably satisfactory to LenderBNYMCM, written legal opinions(i) if such counsel has previously furnished an opinion to the effect set forth in Exhibit B hereto, each in form and substance acceptable to Lender, as to such matters as Lender shall request, including opinions to the effect that BNYMCM may rely on such previously furnished opinion of such counsel to the same extent as though it were dated the date of such letter authorizing reliance (except that the statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or (ii) if such counsel has not previously furnished an opinion to the effect set forth in Exhibit B hereto, of the same tenor as such opinion of such counsel but modified to relate to the Registration Statement and the Prospectus as amended and supplemented to such date; provided, however, that the Company shall not be obligated to deliver any such opinion unless and until such time as (i) each of the Borrower Parties is duly formed, validly existing, and in good standing in its state of organization and, in the case of each Borrower, in each state where its Property is locatedCompany delivers an Issuance Notice, (ii) this Loan Agreement and the Loan Documents have been duly authorized, executed and delivered and are enforceable in accordance with their terms subject to customary qualifications for bankruptcy, general equitable principles, and other customary assumptions and qualifications; Opinion Trigger Event occurs during a Selling Period or (iii) the Deposit Account Agreement and Cash Management Agreement have been duly authorized, executed and delivered by Borrower and Manager and are enforceable in accordance with their terms and the security interests in favor of Lender in the Account Collateral have been validly created and perfected; and (iv) no Borrower, Member or General Partner would be consolidated in any bankruptcy proceeding affecting Guarantor or certain other Affiliates of the Borrower Parties specified by Lender. Also on or before the Closing Date, Lender shall have received the following legal opinions, each in form and substance acceptable to Lender: (a) an opinion of the Borrowers' local counsel in each state where the Properties are located as to the enforceability of, and the creation and perfection of Liens under, the Mortgages and the Assignments of Leases and such other matters as Lender may reasonably request; (b) [intentionally omitted]; (c) opinions of Xxxxxxxx, Xxxxxx & Finger or other Delaware legal counsel, acceptable to Lender, for each Borrower that is Company files a single member limited liability company formed under the laws of the State of Delaware that, among other matters, (1) under Delaware law (x) the prior unanimous written consent of Member (and the unanimous written consent of the board of directors of Member including the Independent Directors, or the unanimous prior written consent of the board of managers' of each Borrower, including the Independent Directors') would be required for a voluntary bankruptcy filing by each such Borrower, (y) the prior unanimous written consent of the board of directors of Member (including the Independent Directors) would be required for a voluntary bankruptcy filing by Member, (z) such unanimous consent requirements are enforceable against Member in accordance with their terms; (2) under Delaware law the bankruptcy or dissolution of Member would not cause the dissolution of any of the Borrowers and the bankruptcy or dissolution of the sole shareholder or member would not cause the dissolution of Member; (3) under Delaware law, creditors of Member shall have no legal or equitable remedies with respect to the assets of any of the Borrowers and creditors of Guarantor shall have no legal or equitable remedies with respect to the assets of Member; and (4) a federal bankruptcy court would hold that Delaware law governs the determination of what Persons have authority to file a voluntary bankruptcy petition on behalf of each Borrower and Member; and (d) such other legal opinions as Lender may reasonably request.Registration Statement;

Opinions of Counsel. On That each time the Registration Statement or before the Closing DateProspectus is amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the offering of securities other than the Common Shares, Lender (y) an Issuance Supplement or (z) a Current Report on Form 8-K, unless reasonably requested by BNYMCM within 30 days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such amendment or supplement an "Opinion Triggering Event"), the Company shall have received from Xxxxxxas soon as practicable thereafter furnish or cause to be furnished forthwith to BNYMCM a written opinion of Jaeckle Fleischmann & Mugel, Xxxxxxx & XxxxxxLLP, LLP or other legal counsel for the Borrowers Company, datex xxx xatx xx xxxxxery and in form reasonably satisfactory to LenderBNYMCM, written legal opinions(i) if such counsel has previously furnished an opinion to the effect set forth in Exhibit B hereto, each in form and substance acceptable to Lender, as to such matters as Lender shall request, including opinions to the effect that BNYMCM may rely on such previously furnished opinion of such counsel to the same extent as though it were dated the date of such letter authorizing reliance (iexcept that the statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) each of the Borrower Parties is duly formed, validly existing, and in good standing in its state of organization and, in the case of each Borrower, in each state where its Property is located, or (ii) this Loan Agreement and if such counsel has not previously furnished an opinion to the Loan Documents have been duly authorizedeffect set forth in Exhibit B hereto, executed and delivered and are enforceable in accordance with their terms subject to customary qualifications for bankruptcy, general equitable principles, and other customary assumptions and qualifications; (iii) the Deposit Account Agreement and Cash Management Agreement have been duly authorized, executed and delivered by Borrower and Manager and are enforceable in accordance with their terms and the security interests in favor of Lender in the Account Collateral have been validly created and perfected; and (iv) no Borrower, Member or General Partner would be consolidated in any bankruptcy proceeding affecting Guarantor or certain other Affiliates of the Borrower Parties specified by Lender. Also on or before the Closing Date, Lender shall have received the following legal opinions, each in form and substance acceptable to Lender: (a) same tenor as such an opinion of the Borrowers' local such counsel in each state where the Properties are located as but modified to relate to the enforceability of, Registration Statement and the creation Prospectus as amended and perfection of Liens undersupplemented to such date; provided, however, that the Mortgages Company shall not be obligated to deliver any such opinion unless and until such time as the Assignments of Leases and such other matters as Lender may reasonably request; (b) [intentionally omitted]; (c) opinions of Xxxxxxxx, Xxxxxx & Finger or other Delaware legal counsel, acceptable to Lender, for each Borrower that is a single member limited liability company formed under the laws of the State of Delaware that, among other matters, (1) under Delaware law (x) the prior unanimous written consent of Member (and the unanimous written consent of the board of directors of Member including the Independent Directors, Company delivers an Issuance Notice or the unanimous prior written consent of the board of managers' of each Borrower, including the Independent Directors') would be required for Opinion Trigger Event occurs during a voluntary bankruptcy filing by each such Borrower, (y) the prior unanimous written consent of the board of directors of Member (including the Independent Directors) would be required for a voluntary bankruptcy filing by Member, (z) such unanimous consent requirements are enforceable against Member in accordance with their terms; (2) under Delaware law the bankruptcy or dissolution of Member would not cause the dissolution of any of the Borrowers and the bankruptcy or dissolution of the sole shareholder or member would not cause the dissolution of Member; (3) under Delaware law, creditors of Member shall have no legal or equitable remedies with respect to the assets of any of the Borrowers and creditors of Guarantor shall have no legal or equitable remedies with respect to the assets of Member; and (4) a federal bankruptcy court would hold that Delaware law governs the determination of what Persons have authority to file a voluntary bankruptcy petition on behalf of each Borrower and Member; and (d) such other legal opinions as Lender may reasonably request.Selling Period;

Opinions of Counsel. On (i) Prior to or before at the Closing first delivery of an Issuance Notice, and each time the Registration Statement or the Prospectus is amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency Agreements, or (y) a Current Report on Form 8-K, unless, filed during a Selling Period and reasonably requested by Citi within five days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such date, a “Registration Statement Amendment Date”) or (ii) otherwise after each reasonable request by Citi (each date of any such request by Citi, Lender an “Opinion Request Date”), the Company shall have received from Xxxxxxas soon as practicable thereafter furnish or cause to be furnished to Citi a written opinion of Xxxxxx Xxxxxxxx LLP, Xxxxxxx & Xxxxxx, LLP or other legal counsel for the Borrowers Company, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to LenderCiti, written legal opinions(i) if such counsel has previously furnished an opinion to the effect set forth in Exhibit B hereto, each in form and substance acceptable to Lender, as to such matters as Lender shall request, including opinions to the effect that Citi may rely on such previously furnished opinions of such counsel to the same extent as though they were dated the date of such letter authorizing reliance (iexcept that the statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) each of the Borrower Parties is duly formed, validly existing, and in good standing in its state of organization and, in the case of each Borrower, in each state where its Property is located, or (ii) this Loan Agreement if such counsel has not previously furnished an opinion to the effect set forth in Exhibit B hereto, of the same tenor as such opinion of such counsel but modified to relate to the Registration Statement, the Prospectus and the Loan Documents have been duly authorizedGeneral Disclosure Package (other than the offering price of any Common Shares) as amended and supplemented to such date; provided, executed and delivered and are enforceable in accordance with their terms subject to customary qualifications for bankruptcyhowever, general equitable principles, and other customary assumptions and qualifications; (iii) that the Deposit Account Agreement and Cash Management Agreement have been duly authorized, executed and delivered by Borrower and Manager and are enforceable in accordance with their terms and the security interests in favor of Lender in the Account Collateral have been validly created and perfected; and (iv) no Borrower, Member or General Partner would be consolidated in any bankruptcy proceeding affecting Guarantor or certain other Affiliates of the Borrower Parties specified by Lender. Also on or before the Closing Date, Lender Company shall have received the following legal opinions, each right in form and substance acceptable its sole discretion to Lender: (a) suspend the delivery of all such opinions otherwise required by this Section 4.07 if the Company does not expect to deliver an opinion of the Borrowers' local counsel in each state where the Properties are located as to the enforceability of, and the creation and perfection of Liens under, the Mortgages and the Assignments of Leases and such other matters as Lender may reasonably request; (b) [intentionally omitted]; (c) opinions of Xxxxxxxx, Xxxxxx & Finger or other Delaware legal counsel, acceptable to Lender, for each Borrower that is a single member limited liability company formed under the laws of the State of Delaware that, among other matters, (1) under Delaware law (x) the prior unanimous written consent of Member (and the unanimous written consent of the board of directors of Member including the Independent Directors, or the unanimous prior written consent of the board of managers' of each Borrower, including the Independent Directors') would be required for a voluntary bankruptcy filing by each such Borrower, (y) the prior unanimous written consent of the board of directors of Member (including the Independent Directors) would be required for a voluntary bankruptcy filing by Member, (z) such unanimous consent requirements are enforceable against Member in accordance with their terms; (2) under Delaware law the bankruptcy or dissolution of Member would not cause the dissolution of any of the Borrowers and the bankruptcy or dissolution of the sole shareholder or member would not cause the dissolution of Member; (3) under Delaware law, creditors of Member shall have no legal or equitable remedies Issuance Notice with respect to the assets Common Shares; and provided, further, that the delivery of any each such opinion (dated on or prior to the date of such Issuance Notice) shall be a condition precedent to the Borrowers and creditors delivery by the Company of Guarantor shall have no legal or equitable remedies an Issuance Notice with respect to the assets of Member; and (4) a federal bankruptcy court would hold that Delaware law governs the determination of what Persons have authority to file a voluntary bankruptcy petition on behalf of each Borrower and Member; and (d) such other legal opinions as Lender may reasonably request.Common Shares;

Opinions of Counsel. On or before the Closing Initial Borrowing Date, Lender the Agent ------------------- shall have received from Xxxxxx, Xxxxxxx & Xxxxxx, LLP or other legal counsel for the Borrowers satisfactory to Lender, written legal opinions, addressed to the Agent, the Collateral Agent and each of the Banks and dated the Initial Borrowing Date, from (i) X'Xxxxxxxx Graev & Karabell, LLP, special counsel to the Credit Parties, which opinion shall cover the matters contained in Exhibit E-1 and such other matters incident to the transactions contemplated herein as the Agent and the Required Banks may reasonably request and be in form and substance acceptable to Lender, as to such matters as Lender shall request, including opinions reasonably satisfactory to the effect that (i) each of Agent and the Borrower Parties is duly formed, validly existing, and in good standing in its state of organization and, in the case of each Borrower, in each state where its Property is locatedRequired Banks, (ii) this Loan Agreement Irell & Xxxxxxx LLP, special California counsel to the Borrower, which opinion shall cover the matters contained in Exhibit E-2 and such other matters incident to the transactions contemplated herein as the Agent and the Loan Documents have been duly authorizedRequired Banks may reasonably request and be in form and substance reasonably satisfactory to the Agent and the Required Banks, executed and delivered and are enforceable in accordance with their terms subject to customary qualifications for bankruptcy, general equitable principles, and other customary assumptions and qualifications; (iii) counsel rendering such opinions, reliance letters addressed to the Deposit Account Agreement Agent and Cash Management Agreement have been duly authorizedeach of the Banks and dated the Initial Borrowing Date with respect to all legal opinions delivered in connection with the Transaction, executed which opinions shall cover such matters as the Agent may reasonably request and delivered by Borrower be in form and Manager and are enforceable in accordance with their terms and substance reasonably satisfactory to the security interests in favor of Lender in the Account Collateral have been validly created and perfected; Agent and (iv) no Borrowerlocal counsel to the Credit Parties and/or the Agent reasonably satisfactory to the Agent, Member or General Partner would which opinions (x) shall be consolidated in any bankruptcy proceeding affecting Guarantor or certain other Affiliates addressed to the Agent, the Collateral Agent and each of the Borrower Parties specified by Lender. Also on or before Banks and be dated the Closing Initial Borrowing Date, Lender (y) shall have received cover the following legal opinions, each perfection of the security interests granted pursuant to the Security Documents and such other matters incident to the transactions contemplated herein as the Agent may reasonably request and (z) shall be in form and substance acceptable to Lender: (a) an opinion of the Borrowers' local counsel in each state where the Properties are located as reasonably satisfactory to the enforceability of, and the creation and perfection of Liens under, the Mortgages and the Assignments of Leases and such other matters as Lender may reasonably request; (b) [intentionally omitted]; (c) opinions of Xxxxxxxx, Xxxxxx & Finger or other Delaware legal counsel, acceptable to Lender, for each Borrower that is a single member limited liability company formed under the laws of the State of Delaware that, among other matters, (1) under Delaware law (x) the prior unanimous written consent of Member (and the unanimous written consent of the board of directors of Member including the Independent Directors, or the unanimous prior written consent of the board of managers' of each Borrower, including the Independent Directors') would be required for a voluntary bankruptcy filing by each such Borrower, (y) the prior unanimous written consent of the board of directors of Member (including the Independent Directors) would be required for a voluntary bankruptcy filing by Member, (z) such unanimous consent requirements are enforceable against Member in accordance with their terms; (2) under Delaware law the bankruptcy or dissolution of Member would not cause the dissolution of any of the Borrowers and the bankruptcy or dissolution of the sole shareholder or member would not cause the dissolution of Member; (3) under Delaware law, creditors of Member shall have no legal or equitable remedies with respect to the assets of any of the Borrowers and creditors of Guarantor shall have no legal or equitable remedies with respect to the assets of Member; and (4) a federal bankruptcy court would hold that Delaware law governs the determination of what Persons have authority to file a voluntary bankruptcy petition on behalf of each Borrower and Member; and (d) such other legal opinions as Lender may reasonably requestAgent.

Opinions of Counsel. On That each time the Registration Statement or before the Closing Date, Lender shall have received from Xxxxxx, Xxxxxxx & Xxxxxx, LLP Final Supplemented Prospectus is amended or supplemented (other legal counsel for the Borrowers satisfactory to Lender, written legal opinions, each in form and substance acceptable to Lender, as to such matters as Lender shall request, including opinions than by means of (x) an amendment or supplement relating solely to the effect that offering of securities other than Common Shares or (iy) each of the Borrower Parties is duly formeda Current Report on Form 8-K, validly existing, and in good standing in its state of organization andunless, in the case of each Borrower(y) reasonably requested by BNYMCM within 30 days from the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Final Supplemented Prospectus, the Company shall as soon as practicable thereafter furnish or cause to be furnished forthwith to BNYMCM a written opinion of Xxxxxxxx Xxxxxxx LLP, counsel to the Company, dated the date of such amendment, supplement or incorporation and in each state where its Property is locatedform reasonably satisfactory to BNYMCM, (i) if such counsel has previously furnished an opinion to the effect set forth in Exhibit B hereto to the effect that BNYMCM may rely on such previously furnished opinion of such counsel to the same extent as though it were dated the date of such letter authorizing reliance (except that the statements in such last opinion shall be deemed to relate to the Registration Statement and the Final Supplemented Prospectus as amended and supplemented to such date) or (ii) this Loan Agreement and if such counsel has not previously furnished an opinion to the Loan Documents have been duly authorized, executed and delivered and are enforceable effect set forth in accordance with their terms subject to customary qualifications for bankruptcy, general equitable principles, and other customary assumptions and qualifications; (iii) the Deposit Account Agreement and Cash Management Agreement have been duly authorized, executed and delivered by Borrower and Manager and are enforceable in accordance with their terms and the security interests in favor of Lender in the Account Collateral have been validly created and perfected; and (iv) no Borrower, Member or General Partner would be consolidated in any bankruptcy proceeding affecting Guarantor or certain other Affiliates Exhibit B hereto of the Borrower Parties specified by Lender. Also on or before the Closing Date, Lender shall have received the following legal opinions, each in form and substance acceptable to Lender: (a) same tenor as such an opinion of the Borrowers' local such counsel in each state where the Properties are located as but modified to relate to the enforceability of, Registration Statement and the creation Final Supplemented Prospectus as amended and perfection of Liens under, supplemented to such date. In the Mortgages and the Assignments of Leases and such other matters as Lender may reasonably request; (b) [intentionally omitted]; (c) opinions of Xxxxxxxx, Xxxxxx & Finger or other Delaware legal counsel, acceptable event BNYMCM requests an opinion pursuant to Lender, for each Borrower that is a single member limited liability company formed under the laws of the State of Delaware that, among other matters, (1) under Delaware law (x) the prior unanimous written consent of Member (and the unanimous written consent of the board of directors of Member including the Independent Directors, or the unanimous prior written consent of the board of managers' of each Borrower, including the Independent Directors') would be required for a voluntary bankruptcy filing by each such Borrower, clause (y) the prior unanimous written consent of the board of directors of Member (including the Independent Directors) would be required for a voluntary bankruptcy filing by Member, (z) such unanimous consent requirements are enforceable against Member in accordance with their terms; (2) under Delaware law the bankruptcy or dissolution of Member would not cause the dissolution of any of the Borrowers and the bankruptcy or dissolution of the sole shareholder or member would not cause the dissolution of Member; (3) under Delaware law, creditors of Member shall have no legal or equitable remedies above with respect to any Current Report on Form 8-K, the assets of any of Company shall not be required to deliver such opinion if the Borrowers and creditors of Guarantor shall have no legal or equitable remedies with respect Company agrees not to deliver an Issuance Notice until the assets of Member; and (4) a federal bankruptcy court next date an opinion would hold that Delaware law governs the determination of what Persons have authority otherwise be required pursuant to file a voluntary bankruptcy petition on behalf of each Borrower and Member; and (d) such other legal opinions as Lender may reasonably requestthis Section 4.09.

Opinions of Counsel. On or before the Closing Date, Lender shall have received from Xxxxxx, Xxxxxxx & Xxxxxx, LLP or other legal counsel for the Borrowers satisfactory to Lender, written legal opinions, each in form and substance acceptable to Lender, as to such matters as Lender shall request, including opinions to the effect that That (i) each time the Registration Statement or the Prospectus is amended or supplemented (other than by means of (a) an amendment or supplement relating solely to the offering of securities other than the Common Shares, (b) an Issuance Supplement, (c) a Current Report on Form 8-K (other than a Current Report on Form 8-K containing financial statements or an earnings release or with respect to material federal income tax considerations relating to ownership of the Borrower Parties is duly formedCompany’s Common Stock), validly existing(d) a Definitive Proxy Statement on Schedule 14A or (e) a Part III-only amendment to an Annual Report on Form 10-K, and in good standing in its state of organization andunless, in the case of (a) or (b) reasonably requested by within five (5) business days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q or a Current Report on Form 8-K containing financial statements or an earnings release or with respect to material federal income tax considerations relating to ownership of the Company’s Common Stock filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each Borrowersuch date, in each state where its Property is located, a “Registration Statement Amendment Date”) or (ii) this Loan Agreement otherwise after each reasonable request by (each date of any such request by , an “Opinion Request Date”), the Company shall as soon as practicable thereafter furnish or cause to be furnished as soon as practicable thereafter to written opinions and negative assurance letters of the General Counsel of the Company and Xxxxxxx Procter LLP, counsel for the Company, dated the date of delivery and in form reasonably satisfactory to , (i) if such counsel has previously furnished opinions and negative assurance letters to the effect set forth in Exhibits C, D, E and F hereto, to the effect that may rely on such previously furnished opinions and negative assurance letters of such counsel to the same extent as though they were dated the date of such letter authorizing reliance (except that the statements in such last opinions and negative assurance letters shall be deemed to relate to the Registration Statement and the Loan Documents have been duly authorizedProspectus as amended and supplemented to such date) or (ii) of the same tenor as such opinions and negative assurance letters of such counsel as set forth in Exhibits C, executed D, E and delivered and are enforceable in accordance with their terms subject F hereto, but modified to customary qualifications for bankruptcyrelate to the Registration Statement, general equitable principles, and other customary assumptions and qualifications; (iii) the Deposit Account Agreement and Cash Management Agreement have been duly authorized, executed and delivered by Borrower and Manager and are enforceable in accordance with their terms Prospectus and the security interests in favor General Disclosure Package (other than the offering price of Lender in any shares of Common Stock) as amended and supplemented to such date; provided, however, that the Account Collateral have been validly created and perfected; and (iv) no Borrower, Member or General Partner would be consolidated in any bankruptcy proceeding affecting Guarantor or certain other Affiliates of the Borrower Parties specified by Lender. Also on or before the Closing Date, Lender Company shall have received the following legal opinionsright in its sole discretion to suspend the delivery of all such opinions and negative assurance letters otherwise required by this Section 4.06 if a Selling Period is not then in effect and the Settlement Date has occurred for all Common Shares previously sold pursuant to this Agreement; provided further, that the delivery of each in form such opinion and substance acceptable to Lender: negative assurance letter (adated as of or after the date on which the most recent such amendment or supplement was filed by the Company with the SEC) an opinion of the Borrowers' local counsel in each state where the Properties are located as shall be a condition precedent to the enforceability of, and delivery by the creation and perfection Company of Liens under, the Mortgages and the Assignments of Leases and such other matters as Lender may reasonably request; (b) [intentionally omitted]; (c) opinions of Xxxxxxxx, Xxxxxx & Finger or other Delaware legal counsel, acceptable to Lender, for each Borrower that is a single member limited liability company formed under the laws of the State of Delaware that, among other matters, (1) under Delaware law (x) the prior unanimous written consent of Member (and the unanimous written consent of the board of directors of Member including the Independent Directors, or the unanimous prior written consent of the board of managers' of each Borrower, including the Independent Directors') would be required for a voluntary bankruptcy filing by each such Borrower, (y) the prior unanimous written consent of the board of directors of Member (including the Independent Directors) would be required for a voluntary bankruptcy filing by Member, (z) such unanimous consent requirements are enforceable against Member in accordance with their terms; (2) under Delaware law the bankruptcy or dissolution of Member would not cause the dissolution of any of the Borrowers and the bankruptcy or dissolution of the sole shareholder or member would not cause the dissolution of Member; (3) under Delaware law, creditors of Member shall have no legal or equitable remedies an Issuance Notice with respect to the assets of any of the Borrowers and creditors of Guarantor shall have no legal or equitable remedies with respect to the assets of Member; and (4) a federal bankruptcy court would hold that Delaware law governs the determination of what Persons have authority to file a voluntary bankruptcy petition on behalf of each Borrower and Member; and (d) such other legal opinions as Lender may reasonably request.Common Shares;

Opinions of Counsel. On Each time the Registration Statement or before the Closing DateProspectus is filed, Lender amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency Agreements, (y) an Issuance Supplement or (z) a Current Report on Form 8-K, unless filed during a Selling Period and reasonably requested by Xxxxxxx Xxxxx within 5 days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such amendment or supplement an “Opinion Triggering Event”), the Company shall have received from Xxxxxxas soon as practicable thereafter furnish or cause to be furnished to Xxxxxxx Xxxxx a written opinion of Xxxxxxx Xxxxxxxxxxx & Mugel, Xxxxxxx & XxxxxxLLP, LLP or other legal counsel for the Borrowers Company, dated the date of delivery and in form reasonably satisfactory to LenderXxxxxxx Xxxxx, written legal opinions(i) if such counsel has previously furnished an opinion to the effect set forth in Exhibit B hereto, each in form and substance acceptable to Lender, as to such matters as Lender shall request, including opinions to the effect that Xxxxxxx Xxxxx xxx rely on such previously furnished opinion of such counsel to the same extent as though it were dated the date of such letter authorizing reliance (except that the statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or (ii) if such counsel has not previously furnished an opinion to the effect set forth in Exhibit B hereto, of the same tenor as such opinion of such counsel but modified to relate to the Registration Statement and the Prospectus as amended and supplemented to such date; provided, however, that the Company shall not be obligated to deliver any such opinion unless and until such time as (i) each of the Borrower Parties is duly formed, validly existing, and in good standing in its state of organization and, in the case of each Borrower, in each state where its Property is locatedCompany delivers an Issuance Notice, (ii) this Loan Agreement and the Loan Documents have been duly authorized, executed and delivered and are enforceable in accordance with their terms subject to customary qualifications for bankruptcy, general equitable principles, and other customary assumptions and qualifications; Opinion Trigger Event occurs during a Selling Period or (iii) the Deposit Account Agreement and Cash Management Agreement have been duly authorized, executed and delivered by Borrower and Manager and are enforceable in accordance with their terms and the security interests in favor of Lender in the Account Collateral have been validly created and perfected; and (iv) no Borrower, Member or General Partner would be consolidated in any bankruptcy proceeding affecting Guarantor or certain other Affiliates of the Borrower Parties specified by Lender. Also on or before the Closing Date, Lender shall have received the following legal opinions, each in form and substance acceptable to Lender: (a) an opinion of the Borrowers' local counsel in each state where the Properties are located as to the enforceability of, and the creation and perfection of Liens under, the Mortgages and the Assignments of Leases and such other matters as Lender may reasonably request; (b) [intentionally omitted]; (c) opinions of Xxxxxxxx, Xxxxxx & Finger or other Delaware legal counsel, acceptable to Lender, for each Borrower that is Company files a single member limited liability company formed under the laws of the State of Delaware that, among other matters, (1) under Delaware law (x) the prior unanimous written consent of Member (and the unanimous written consent of the board of directors of Member including the Independent Directors, or the unanimous prior written consent of the board of managers' of each Borrower, including the Independent Directors') would be required for a voluntary bankruptcy filing by each such Borrower, (y) the prior unanimous written consent of the board of directors of Member (including the Independent Directors) would be required for a voluntary bankruptcy filing by Member, (z) such unanimous consent requirements are enforceable against Member in accordance with their terms; (2) under Delaware law the bankruptcy or dissolution of Member would not cause the dissolution of any of the Borrowers and the bankruptcy or dissolution of the sole shareholder or member would not cause the dissolution of Member; (3) under Delaware law, creditors of Member shall have no legal or equitable remedies with respect to the assets of any of the Borrowers and creditors of Guarantor shall have no legal or equitable remedies with respect to the assets of Member; and (4) a federal bankruptcy court would hold that Delaware law governs the determination of what Persons have authority to file a voluntary bankruptcy petition on behalf of each Borrower and Member; and (d) such other legal opinions as Lender may reasonably request.Registration Statement;

Opinions of Counsel. (a) On or before the Closing Initial Borrowing Date, Lender the Facility Agent shall have received from Xxxxxx, Xxxxxxx O’Melveny & Xxxxxx, Xxxxx LLP (or other legal another counsel for the Borrowers satisfactory to Lender, written legal opinions, each in form and substance reasonably acceptable to Lenderthe Joint Lead Arrangers), as to such matters as Lender shall request, including opinions special New York counsel to the effect that (i) Credit Parties, an opinion addressed to the Facility Agent and each of the Borrower Parties is duly formed, validly existing, Lenders and dated the Initial Borrowing Date in good standing in its state of organization and, in substantially the case of each Borrower, in each state where its Property is located, (ii) this Loan Agreement and form delivered to the Loan Documents have been duly authorized, executed and delivered and are enforceable in accordance with their terms subject Lenders prior to customary qualifications for bankruptcy, general equitable principles, and other customary assumptions and qualifications; (iii) the Deposit Account Agreement and Cash Management Agreement have been duly authorized, executed and delivered by Borrower and Manager and are enforceable in accordance with their terms and the security interests in favor of Lender in the Account Collateral have been validly created and perfected; and (iv) no Borrower, Member or General Partner would be consolidated in any bankruptcy proceeding affecting Guarantor or certain other Affiliates of the Borrower Parties specified by Lender. Also on or before the Closing Effective Date, Lender or otherwise reasonably satisfactory to the Joint Lead Arrangers, covering the matters set forth on Schedule 5.10. (b) On the Initial Borrowing Date, the Facility Agent shall have received the following legal opinions, each in form and substance from Xxx Xxxxxxx Xxxxxxxxx (or another counsel reasonably acceptable to Lender: (a) the Joint Lead Arrangers), special Bermudian counsel to the Credit Parties, an opinion addressed to the Facility Agent and each of the Borrowers' local counsel Lenders and dated the Initial Borrowing Date in each state where substantially the Properties are located as form delivered to the enforceability ofLenders prior to the Effective Date, and or otherwise reasonably satisfactory to the creation and perfection of Liens underJoint Lead Arrangers, covering the Mortgages and the Assignments of Leases and such other matters as Lender may reasonably request; (b) [intentionally omitted]; set forth on Schedule 5.10. (c) opinions of XxxxxxxxOn the Initial Borrowing Date, Xxxxxx the Facility Agent shall have received from White & Finger Case LLP (or other Delaware legal counsel, another counsel reasonably acceptable to Lenderthe Joint Lead Arrangers), special English counsel to the Documentation Agent for each Borrower that is a single member limited liability company formed under the laws benefit of the State of Delaware thatJoint Lead Arrangers, among other matters, (1) under Delaware law (x) the prior unanimous written consent of Member (and the unanimous written consent of the board of directors of Member including the Independent Directors, or the unanimous prior written consent of the board of managers' of each Borrower, including the Independent Directors') would be required for a voluntary bankruptcy filing by each such Borrower, (y) the prior unanimous written consent of the board of directors of Member (including the Independent Directors) would be required for a voluntary bankruptcy filing by Member, (z) such unanimous consent requirements are enforceable against Member in accordance with their terms; (2) under Delaware law the bankruptcy or dissolution of Member would not cause the dissolution of any of the Borrowers and the bankruptcy or dissolution of the sole shareholder or member would not cause the dissolution of Member; (3) under Delaware law, creditors of Member shall have no legal or equitable remedies with respect an opinion addressed to the assets of any of the Borrowers Facility Agent (for itself and creditors of Guarantor shall have no legal or equitable remedies with respect to the assets of Member; and (4) a federal bankruptcy court would hold that Delaware law governs the determination of what Persons have authority to file a voluntary bankruptcy petition on behalf of each Borrower the Lenders) and Member; the Collateral Agent (for itself and (don behalf of the Secured Creditors) such other legal opinions as Lender may dated the Initial Borrowing Date in substantially the form delivered to the Lenders prior to the Effective Date or otherwise reasonably request.satisfactory to the Joint Lead Arrangers covering the matters set forth on Schedule 5.10. ​

Opinions of Counsel. On (a) That each time the Registration Statement or before the Closing DateProspectus is amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the issuance or offering of securities other than the Common Shares, Lender (y) an Issuance Supplement or (z) a Current Report on Form 8-K, unless reasonably requested by BNYMCM within thirty (30) days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such amendment or supplement, an “Opinion Trigger Event”), the Company shall have received from Xxxxxxat any time selected by the Company on or following the date of such Opinion Trigger Event (except that during a Selling Period or any other period in which a prospectus relating to the Issuance Shares is required to be delivered by BNYMCM under the Securities Act, Xxxxxxx such time shall be no later than one (1) Trading Day after each Opinion Trigger Event that occurs during such period; and provided that in any case delivery shall be a condition to the delivery of an Issuance Notice) furnish forthwith to BNYMCM a written opinion or negative assurance letter of Xxxxxxxx & XxxxxxXxxxxxxx LLP, LLP or other legal counsel for the Borrowers Company, and Xxxxxx X. Xxxxxxxxx, Assistant General Counsel of Predecessor and in-house counsel to the Company, in each case dated the date of delivery and in form reasonably satisfactory to LenderBNYMCM, written legal opinions(i) if such counsel has previously furnished an opinion or negative assurance letter to the effect set forth in Exhibit B-1 or B-2 hereto (as applicable), each in form and substance acceptable to Lender, as to such matters as Lender shall request, including opinions to the effect that BNYMCM may rely on such previously furnished opinion of such counsel to the same extent as though it were dated the date of such letter authorizing reliance (iexcept that the statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) each of the Borrower Parties is duly formed, validly existing, and in good standing in its state of organization and, in the case of each Borrower, in each state where its Property is located, or (ii) this Loan Agreement if such counsel has not previously furnished an opinion to the effect set forth in Exhibit B-1 or B-2 hereto (as applicable), of the same tenor as such opinion of such counsel but modified to relate to the Registration Statement and the Loan Documents have been duly authorized, executed Prospectus as amended and delivered and are enforceable in accordance with their terms subject supplemented to customary qualifications for bankruptcy, general equitable principles, and other customary assumptions and qualifications; (iii) the Deposit Account Agreement and Cash Management Agreement have been duly authorized, executed and delivered by Borrower and Manager and are enforceable in accordance with their terms and the security interests in favor of Lender in the Account Collateral have been validly created and perfected; and (iv) no Borrower, Member or General Partner would be consolidated in any bankruptcy proceeding affecting Guarantor or certain other Affiliates of the Borrower Parties specified by Lender. Also on or before the Closing Date, Lender shall have received the following legal opinions, each in form and substance acceptable to Lender: (a) an opinion of the Borrowers' local counsel in each state where the Properties are located as to the enforceability of, and the creation and perfection of Liens under, the Mortgages and the Assignments of Leases and such other matters as Lender may reasonably request; date. (b) [intentionally omitted]; Notwithstanding the foregoing, the Company may upon written notice to BNYMCM elect to, in lieu of furnishing to BNYMCM such written opinions contemplated by Section 4.07(a) at the times specified in Section 4.07(a), furnish or cause to be furnished to BNYMCM such written opinions on each Issuance Date, dated such Issuance Date. Such written opinions shall satisfy the requirements of this Section 4.07 for the period from the date of such written opinions until the Registration Statement or the Prospectus is next amended or supplemented (c) opinions of Xxxxxxxx, Xxxxxx & Finger or other Delaware legal counsel, acceptable to Lender, for each Borrower that is a single member limited liability company formed under the laws of the State of Delaware that, among other matters, (1) under Delaware law than (x) an amendment or supplement relating solely to the prior unanimous written consent issuance or offering of Member (securities other than the Common Shares and the unanimous written consent of the board of directors of Member including the Independent Directors, or the unanimous prior written consent of the board of managers' of each Borrower, including the Independent Directors') would be required for a voluntary bankruptcy filing by each such Borrower, (y) the prior unanimous written consent by a Current Report on Form 8-K, unless reasonably requested by BNYMCM within thirty (30) days of the board filing thereof with the Commission), including by means of directors an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus, upon which amendment or supplement the Company shall furnish such written opinions contemplated by Section 4.07(a) as soon as practicable after such amendment or supplement, each dated the date of Member (including such amendment or supplement, as the Independent Directors) would be required for a voluntary bankruptcy filing by Member, (z) such unanimous consent requirements are enforceable against Member in accordance with their terms; (2) under Delaware law the bankruptcy or dissolution of Member would not cause the dissolution of any of the Borrowers and the bankruptcy or dissolution of the sole shareholder or member would not cause the dissolution of Member; (3) under Delaware law, creditors of Member shall have no legal or equitable remedies with respect to the assets of any of the Borrowers and creditors of Guarantor shall have no legal or equitable remedies with respect to the assets of Member; and (4) a federal bankruptcy court would hold that Delaware law governs the determination of what Persons have authority to file a voluntary bankruptcy petition on behalf of each Borrower and Member; and (d) such other legal opinions as Lender case may reasonably requestbe.

Opinions of Counsel. On or before the Closing Date, Lender shall have received from Xxxxxx, Xxxxxxx & Xxxxxx, LLP or other legal counsel for the Borrowers satisfactory to Lender, written legal opinions, each in form and substance acceptable to Lender, as to such matters as Lender shall request, including opinions to the effect that (i) That each time the Registration Statement or the Prospectus is amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the Borrower Parties is duly formedoffering of securities other than the Common Shares, validly existing(y) an Issuance Supplement or (z) a Current Report on Form 8-K, and in good standing in its state of organization andunless, in the case of (y) or (z) reasonably requested by Xxxxxxx Xxxxx within five days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each Borrowersuch date, in each state where its Property is located, a “Registration Statement Amendment Date”) or (ii) this Loan Agreement otherwise after each reasonable request by Xxxxxxx Xxxxx (each date of any such request by Xxxxxxx Xxxxx, an “Opinion Request Date”), the Company shall as soon as practicable thereafter furnish or cause to be furnished as promptly as practicable thereafter to Xxxxxxx Xxxxx written opinions and negative assurance letters of Xxxxxxx Procter LLP, counsel for the Company, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to Xxxxxxx Xxxxx and of O’Melveny & Xxxxx, LLP, counsel for Xxxxxxx Xxxxx and the Loan Documents have been duly authorizedAlternative Sales Agents, executed dated the date of such amendment, supplement or incorporation and delivered in form reasonably satisfactory to Xxxxxxx Xxxxx, (i) if such counsel has previously furnished opinions and are enforceable negative assurance letters to the effect set forth in accordance with their terms subject Exhibits B, C, D and E hereto, to customary qualifications for bankruptcy, general equitable principles, the effect that Xxxxxxx Xxxxx may rely on such previously furnished opinions and other customary assumptions negative assurance letters of such counsel to the same extent as though they were dated the date of such letter authorizing reliance (except that the statements in such last opinions and qualifications; (iii) negative assurance letters shall be deemed to relate to the Deposit Account Agreement and Cash Management Agreement have been duly authorized, executed and delivered by Borrower and Manager and are enforceable in accordance with their terms Registration Statement and the security interests Prospectus as amended and supplemented to such date) or (ii) if such counsel has not previously furnished opinions and negative assurance letters to the effect set forth in favor of Lender in the Account Collateral have been validly created Exhibits B, C, D and perfected; and (iv) no BorrowerE hereto, Member or General Partner would be consolidated in any bankruptcy proceeding affecting Guarantor or certain other Affiliates of the Borrower Parties specified by Lender. Also on or before same tenor as such opinions and negative assurance letters of such counsel but modified to relate to the Closing DateRegistration Statement, Lender the Prospectus and the General Disclosure Package (other than the offering price of any shares of Common Stock) as amended and supplemented to such date; provided, however, that the Company shall have received the following legal opinions, each right in form its sole discretion to suspend the delivery of all such opinions and substance acceptable negative assurance letters otherwise required by this Section 4.07 if the Company does not expect to Lender: (a) deliver an opinion of the Borrowers' local counsel in each state where the Properties are located as to the enforceability of, and the creation and perfection of Liens under, the Mortgages and the Assignments of Leases and such other matters as Lender may reasonably request; (b) [intentionally omitted]; (c) opinions of Xxxxxxxx, Xxxxxx & Finger or other Delaware legal counsel, acceptable to Lender, for each Borrower that is a single member limited liability company formed under the laws of the State of Delaware that, among other matters, (1) under Delaware law (x) the prior unanimous written consent of Member (and the unanimous written consent of the board of directors of Member including the Independent Directors, or the unanimous prior written consent of the board of managers' of each Borrower, including the Independent Directors') would be required for a voluntary bankruptcy filing by each such Borrower, (y) the prior unanimous written consent of the board of directors of Member (including the Independent Directors) would be required for a voluntary bankruptcy filing by Member, (z) such unanimous consent requirements are enforceable against Member in accordance with their terms; (2) under Delaware law the bankruptcy or dissolution of Member would not cause the dissolution of any of the Borrowers and the bankruptcy or dissolution of the sole shareholder or member would not cause the dissolution of Member; (3) under Delaware law, creditors of Member shall have no legal or equitable remedies Issuance Notice with respect to the assets Common Shares; provided further, that the delivery of any each such opinion and negative assurance letter (dated as of the Borrowers and creditors date on which the most recent Form 10-Q or Form 10-K or, if applicable, Form 8-K was filed by the Company with the SEC) shall be a condition precedent to the delivery by the Company of Guarantor shall have no legal or equitable remedies an Issuance Notice with respect to the assets of Member; and (4) a federal bankruptcy court would hold that Delaware law governs the determination of what Persons have authority to file a voluntary bankruptcy petition on behalf of each Borrower and Member; and (d) such other legal opinions as Lender may reasonably request.Common Shares;

Opinions of Counsel. On That each time the Registration Statement or before the Closing DateProspectus is amended or supplemented (other than by an Issuance Supplement or a Current Report on Form 8-K, Lender unless reasonably requested by Deutsche Bank within 30 days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus, the Company shall have received from Xxxxxxat any time selected by the Company furnish or cause to be furnished forthwith to Deutsche Bank (a) a written opinion and negative assurance letter of Xxxxxx X. Xxxxxxx, General Counsel of the Company, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to Deutsche Bank, (b) a written opinion and negative assurance letter of Xxxxxxx Xxxxxxx & XxxxxxXxxxxxxx LLP, LLP or other legal counsel for the Borrowers Company, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to LenderDeutsche Bank, (c) a written legal opinionsopinion of Xxxxxx Xxxxxxx PLLC, each Michigan counsel for the Company, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to Deutsche Bank, and substance acceptable (d) a written opinion of Xxxxxx, Xxxxx & Xxxxxxxx, P.C., federal energy regulatory counsel for the Company, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to LenderDeutsche Bank, as to (i) if such matters as Lender shall request, including counsel has previously furnished opinions to the effect set forth in Exhibit X-0, Xxxxxxx X-0, Exhibit C-1, Exhibit C-2, Exhibit D and Exhibit E attached hereto, to the effect that Deutsche Bank may rely on such previously furnished opinions of such counsel to the same extent as though they were dated the date of such letters authorizing reliance (iexcept that the statements in such last opinions shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) each of the Borrower Parties is duly formed, validly existing, and in good standing in its state of organization and, in the case of each Borrower, in each state where its Property is located, or (ii) this Loan Agreement if such counsel has not previously furnished opinions to the effect set forth in Exhibit X-0, Xxxxxxx X-0, Exhibit C-1, Exhibit C-2, Exhibit D and Exhibit E attached hereto, of the same tenor as such opinions of such counsel but modified to relate to the Registration Statement and the Loan Documents have been duly authorizedProspectus as amended and supplemented to such date; provided, executed and delivered and are enforceable in accordance with their terms subject to customary qualifications for bankruptcyhowever, general equitable principles, and other customary assumptions and qualifications; (iii) that the Deposit Account Agreement and Cash Management Agreement have been duly authorized, executed and delivered by Borrower and Manager and are enforceable in accordance with their terms and the security interests in favor of Lender in the Account Collateral have been validly created and perfected; and (iv) no Borrower, Member or General Partner would be consolidated in any bankruptcy proceeding affecting Guarantor or certain other Affiliates of the Borrower Parties specified by Lender. Also on or before the Closing Date, Lender Company shall have received the following legal opinions, each right in form and substance acceptable its sole discretion to Lender: (a) suspend the delivery of all such opinions otherwise required by this Section 4.07 if the Company does not expect to deliver an opinion of the Borrowers' local counsel in each state where the Properties are located as to the enforceability of, and the creation and perfection of Liens under, the Mortgages and the Assignments of Leases and such other matters as Lender may reasonably request; (b) [intentionally omitted]; (c) opinions of Xxxxxxxx, Xxxxxx & Finger or other Delaware legal counsel, acceptable to Lender, for each Borrower that is a single member limited liability company formed under the laws of the State of Delaware that, among other matters, (1) under Delaware law (x) the prior unanimous written consent of Member (and the unanimous written consent of the board of directors of Member including the Independent Directors, or the unanimous prior written consent of the board of managers' of each Borrower, including the Independent Directors') would be required for a voluntary bankruptcy filing by each such Borrower, (y) the prior unanimous written consent of the board of directors of Member (including the Independent Directors) would be required for a voluntary bankruptcy filing by Member, (z) such unanimous consent requirements are enforceable against Member in accordance with their terms; (2) under Delaware law the bankruptcy or dissolution of Member would not cause the dissolution of any of the Borrowers and the bankruptcy or dissolution of the sole shareholder or member would not cause the dissolution of Member; (3) under Delaware law, creditors of Member shall have no legal or equitable remedies Issuance Notice with respect to the assets Common Shares; provided further, that the delivery of any all such opinions shall be a condition precedent to the delivery by the Company of the Borrowers and creditors of Guarantor shall have no legal or equitable remedies an Issuance Notice with respect to the assets of Member; and (4) a federal bankruptcy court would hold that Delaware law governs the determination of what Persons have authority to file a voluntary bankruptcy petition on behalf of each Borrower and Member; and (d) such other legal opinions as Lender may reasonably requestCommon Shares.

Opinions of Counsel. On or before the Closing Date, Lender shall have received from Xxxxxx, Xxxxxxx & Xxxxxx, LLP or other legal counsel for the Borrowers satisfactory to Lender, written legal opinions, each in form and substance acceptable to Lender, as to such matters as Lender shall request, including opinions to the effect that (i) That each time the Registration Statement or the Prospectus is amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the Borrower Parties is duly formedoffering of securities other than the Shares, validly existing(y) a Pricing Supplement or (z) a Current Report on Form 8-K, and in good standing in its state of organization andunless, in the case of (y) or (z) reasonably requested by Sales Agent, the Forward Seller or the Forward Purchaser within five days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each Borrowersuch date, in each state where its Property is located, a “Registration Statement Amendment Date”) or (ii) this Loan Agreement otherwise after each reasonable request by Sales Agent, the Forward Seller or the Forward Purchaser, as the case may be (each date of any such request by Sales Agent, the Forward Seller or the Forward Purchaser, an “Opinion Request Date”), the Company shall as soon as practicable thereafter furnish or cause to be furnished within two business days to Sales Agent, the Forward Seller and the Loan Documents have been duly authorizedForward Purchaser written opinions and negative assurance letters of Xxxxxxx Procter LLP, executed counsel for the Company, dated the date of such amendment, supplement or incorporation and delivered in form reasonably satisfactory to Sales Agent, the Forward Seller and are enforceable in accordance with their terms subject to customary qualifications for bankruptcy, general equitable principlesthe Forward Purchaser, and other customary assumptions and qualifications; (iii) the Deposit Account Agreement and Cash Management Agreement have been duly authorizedof O’Melveny & Xxxxx LLP, executed and delivered by Borrower and Manager and are enforceable in accordance with their terms counsel for Sales Agent and the security interests in favor Alternative Sales Agents, dated the date of Lender in the Account Collateral have been validly created such amendment, supplement or incorporation and perfected; and (iv) no Borrower, Member or General Partner would be consolidated in any bankruptcy proceeding affecting Guarantor or certain other Affiliates of the Borrower Parties specified by Lender. Also on or before the Closing Date, Lender shall have received the following legal opinions, each in form reasonably satisfactory to Sales Agent, the Forward Seller and substance acceptable to Lender: the Forward Purchaser, (a) an opinion of the Borrowers' local if such counsel in each state where the Properties are located as has previously furnished opinions and negative assurance letters to the enforceability ofeffect set forth in Exhibits B, C, D and E hereto, to the effect that Sales Agent, the Forward Seller and the creation Forward Purchaser may rely on such previously furnished opinions and perfection negative assurance letters of Liens under, such counsel to the Mortgages same extent as though they were dated the date of such letter authorizing reliance (except that the statements in such last opinions and negative assurance letters shall be deemed to relate to the Registration Statement and the Assignments of Leases Prospectus as amended and supplemented to such other matters as Lender may reasonably request; date) or (b) [intentionally omitted]; (c) if such counsel has not previously furnished opinions of Xxxxxxxxand negative assurance letters to the effect set forth in Exhibits B, Xxxxxx & Finger or other Delaware legal counselC, acceptable to LenderD and E hereto, for each Borrower that is a single member limited liability company formed under the laws of the State same tenor as such opinions and negative assurance letters of Delaware thatsuch counsel but modified to relate to the Registration Statement, among other matters, (1) under Delaware law (x) the prior unanimous written consent of Member (Prospectus and the unanimous written consent of General Disclosure Package (other than the board of directors of Member including the Independent Directors, or the unanimous prior written consent of the board of managers' of each Borrower, including the Independent Directors') would be required for a voluntary bankruptcy filing by each such Borrower, (y) the prior unanimous written consent of the board of directors of Member (including the Independent Directors) would be required for a voluntary bankruptcy filing by Member, (z) such unanimous consent requirements are enforceable against Member in accordance with their terms; (2) under Delaware law the bankruptcy or dissolution of Member would not cause the dissolution offering price of any shares of Common Stock) as amended and supplemented to such date; provided, however, that the Borrowers and the bankruptcy or dissolution of the sole shareholder or member would not cause the dissolution of Member; (3) under Delaware law, creditors of Member Company shall have no legal or equitable remedies the right in its sole discretion to suspend the delivery of all such opinions and negative assurance letters otherwise required by this Section 4.07 if the Company does not expect to deliver a Transaction Notice with respect to the assets Shares; provided further, that the delivery of any each such opinion and negative assurance letter (dated as of the Borrowers and creditors date on which the most recent Form 10-Q or Form 10-K or, if applicable, Form 8-K was filed by the Company with the Commission) shall be a condition precedent to the delivery by the Company of Guarantor shall have no legal or equitable remedies a Transaction Notice with respect to the assets of Member; and (4) a federal bankruptcy court would hold that Delaware law governs the determination of what Persons have authority to file a voluntary bankruptcy petition on behalf of each Borrower and Member; and (d) such other legal opinions as Lender may reasonably requestShares.

Opinions of Counsel. On (a) That each time the Registration Statement or before the Closing DateProspectus is amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the issuance or offering of securities other than the Common Shares, Lender (y) an Issuance Supplement or (z) a Current Report on Form 8-K, unless reasonably requested by BNYMCM within thirty (30) days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such amendment or supplement, an “Opinion Trigger Event”), the Company shall have received from Xxxxxxat any time selected by the Company on or following the date of such Opinion Trigger Event (except that during a Selling Period or any other period in which a prospectus relating to the Issuance Shares is required to be delivered by BNYMCM under the Securities Act, Xxxxxxx such time shall be no later than one (1) Trading Day after each Opinion Trigger Event that occurs during such period; and provided that in any case delivery shall be a condition to the delivery of an Issuance Notice) furnish forthwith to BNYMCM a written opinion or negative assurance letter of Xxxxxxxx & XxxxxxXxxxxxxx LLP, LLP or other legal counsel for the Borrowers Company, and Xxxxxx X. Xxxxxxxxx, Senior Counsel of the Company, in each case dated the date of delivery and in form reasonably satisfactory to LenderBNYMCM, written legal opinions(i) if such counsel has previously furnished an opinion or negative assurance letter to the effect set forth in Exhibit B-1 or B-2 hereto (as applicable), each in form and substance acceptable to Lender, as to such matters as Lender shall request, including opinions to the effect that BNYMCM may rely on such previously furnished opinion of such counsel to the same extent as though it were dated the date of such letter authorizing reliance (iexcept that the statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) each of the Borrower Parties is duly formed, validly existing, and in good standing in its state of organization and, in the case of each Borrower, in each state where its Property is located, or (ii) this Loan Agreement if such counsel has not previously furnished an opinion to the effect set forth in Exhibit B-1 or B-2 hereto (as applicable), of the same tenor as such opinion of such counsel but modified to relate to the Registration Statement and the Loan Documents have been duly authorized, executed Prospectus as amended and delivered and are enforceable in accordance with their terms subject supplemented to customary qualifications for bankruptcy, general equitable principles, and other customary assumptions and qualifications; (iii) the Deposit Account Agreement and Cash Management Agreement have been duly authorized, executed and delivered by Borrower and Manager and are enforceable in accordance with their terms and the security interests in favor of Lender in the Account Collateral have been validly created and perfected; and (iv) no Borrower, Member or General Partner would be consolidated in any bankruptcy proceeding affecting Guarantor or certain other Affiliates of the Borrower Parties specified by Lender. Also on or before the Closing Date, Lender shall have received the following legal opinions, each in form and substance acceptable to Lender: (a) an opinion of the Borrowers' local counsel in each state where the Properties are located as to the enforceability of, and the creation and perfection of Liens under, the Mortgages and the Assignments of Leases and such other matters as Lender may reasonably request; date. (b) [intentionally omitted]; Notwithstanding the foregoing, the Company may upon written notice to BNYMCM elect to, in lieu of furnishing to BNYMCM such written opinions contemplated by Section 4.07(a) at the times specified in Section 4.07(a), furnish or cause to be furnished to BNYMCM such written opinions on each Issuance Date, dated such Issuance Date. Such written opinions shall satisfy the requirements of this Section 4.07 for the period from the date of such written opinions until the Registration Statement or the Prospectus is next amended or supplemented (c) opinions of Xxxxxxxx, Xxxxxx & Finger or other Delaware legal counsel, acceptable to Lender, for each Borrower that is a single member limited liability company formed under the laws of the State of Delaware that, among other matters, (1) under Delaware law than (x) an amendment or supplement relating solely to the prior unanimous written consent issuance or offering of Member (securities other than the Common Shares and the unanimous written consent of the board of directors of Member including the Independent Directors, or the unanimous prior written consent of the board of managers' of each Borrower, including the Independent Directors') would be required for a voluntary bankruptcy filing by each such Borrower, (y) the prior unanimous written consent by a Current Report on Form 8-K, unless reasonably requested by BNYMCM within thirty (30) days of the board filing thereof with the Commission), including by means of directors an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus, upon which amendment or supplement the Company shall furnish such written opinions contemplated by Section 4.07(a) as soon as practicable after such amendment or supplement, each dated the date of Member (including such amendment or supplement, as the Independent Directors) would be required for a voluntary bankruptcy filing by Member, (z) such unanimous consent requirements are enforceable against Member in accordance with their terms; (2) under Delaware law the bankruptcy or dissolution of Member would not cause the dissolution of any of the Borrowers and the bankruptcy or dissolution of the sole shareholder or member would not cause the dissolution of Member; (3) under Delaware law, creditors of Member shall have no legal or equitable remedies with respect to the assets of any of the Borrowers and creditors of Guarantor shall have no legal or equitable remedies with respect to the assets of Member; and (4) a federal bankruptcy court would hold that Delaware law governs the determination of what Persons have authority to file a voluntary bankruptcy petition on behalf of each Borrower and Member; and (d) such other legal opinions as Lender case may reasonably requestbe.

Opinions of Counsel. On Each time the Registration Statement or before the Closing DateProspectus is filed, Lender amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency Agreements, (y) an Issuance Supplement or (z) a Current Report on Form 8-K, unless filed during a Selling Period and reasonably requested by Jefferies within 5 days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such amendment or supplement an “Opinion Triggering Event”), the Company shall have received from Xxxxxxas soon as practicable thereafter furnish or cause to be furnished to Jefferies a written opinion of Bond, Xxxxxxx Xxxxxxxxx & XxxxxxXxxx, LLP or other legal PLLC, counsel for the Borrowers Company, dated the date of delivery and in form reasonably satisfactory to LenderJefferies, written legal opinions(i) if such counsel has previously furnished an opinion to the effect set forth in Exhibit B hereto, each in form and substance acceptable to Lender, as to such matters as Lender shall request, including opinions to the effect that Jefferies may rely on such previously furnished opinion of such counsel to the same extent as though it were dated the date of such letter authorizing reliance (except that the statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or (ii) if such counsel has not previously furnished an opinion to the effect set forth in Exhibit B hereto, of the same tenor as such opinion of such counsel but modified to relate to the Registration Statement and the Prospectus as amended and supplemented to such date; provided, however, that the Company shall not be obligated to deliver any such opinion unless and until such time as (i) each of the Borrower Parties is duly formed, validly existing, and in good standing in its state of organization and, in the case of each Borrower, in each state where its Property is locatedCompany delivers an Issuance Notice, (ii) this Loan Agreement and the Loan Documents have been duly authorized, executed and delivered and are enforceable in accordance with their terms subject to customary qualifications for bankruptcy, general equitable principles, and other customary assumptions and qualifications; Opinion Trigger Event occurs during a Selling Period or (iii) the Deposit Account Agreement and Cash Management Agreement have been duly authorized, executed and delivered by Borrower and Manager and are enforceable in accordance with their terms and the security interests in favor of Lender in the Account Collateral have been validly created and perfected; and (iv) no Borrower, Member or General Partner would be consolidated in any bankruptcy proceeding affecting Guarantor or certain other Affiliates of the Borrower Parties specified by Lender. Also on or before the Closing Date, Lender shall have received the following legal opinions, each in form and substance acceptable to Lender: (a) an opinion of the Borrowers' local counsel in each state where the Properties are located as to the enforceability of, and the creation and perfection of Liens under, the Mortgages and the Assignments of Leases and such other matters as Lender may reasonably request; (b) [intentionally omitted]; (c) opinions of Xxxxxxxx, Xxxxxx & Finger or other Delaware legal counsel, acceptable to Lender, for each Borrower that is Company files a single member limited liability company formed under the laws of the State of Delaware that, among other matters, (1) under Delaware law (x) the prior unanimous written consent of Member (and the unanimous written consent of the board of directors of Member including the Independent Directors, or the unanimous prior written consent of the board of managers' of each Borrower, including the Independent Directors') would be required for a voluntary bankruptcy filing by each such Borrower, (y) the prior unanimous written consent of the board of directors of Member (including the Independent Directors) would be required for a voluntary bankruptcy filing by Member, (z) such unanimous consent requirements are enforceable against Member in accordance with their terms; (2) under Delaware law the bankruptcy or dissolution of Member would not cause the dissolution of any of the Borrowers and the bankruptcy or dissolution of the sole shareholder or member would not cause the dissolution of Member; (3) under Delaware law, creditors of Member shall have no legal or equitable remedies with respect to the assets of any of the Borrowers and creditors of Guarantor shall have no legal or equitable remedies with respect to the assets of Member; and (4) a federal bankruptcy court would hold that Delaware law governs the determination of what Persons have authority to file a voluntary bankruptcy petition on behalf of each Borrower and Member; and (d) such other legal opinions as Lender may reasonably request.Registration Statement;

Opinions of Counsel. On Each time the Registration Statement or before the Closing DateProspectus is filed, Lender amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency Agreements, (y) an Issuance Supplement or (z) a Current Report on Form 8-K, unless filed during a Selling Period and reasonably requested by Xxxxxxx Xxxxx within 5 days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such amendment or supplement an “Opinion Triggering Event”), the Company shall have received from Xxxxxxas soon as practicable thereafter furnish or cause to be furnished to Xxxxxxx Xxxxx a written opinion of Xxxxxxx Xxxxxxxxxxx & Mugel, Xxxxxxx & XxxxxxLLP, LLP or other legal counsel for the Borrowers Company, dated the date of delivery and in form reasonably satisfactory to LenderXxxxxxx Xxxxx, written legal opinions(i) if such counsel has previously furnished an opinion to the effect set forth in Exhibit B hereto, each in form and substance acceptable to Lender, as to such matters as Lender shall request, including opinions to the effect that Xxxxxxx Xxxxx may rely on such previously furnished opinion of such counsel to the same extent as though it were dated the date of such letter authorizing reliance (except that the statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or (ii) if such counsel has not previously furnished an opinion to the effect set forth in Exhibit B hereto, of the same tenor as such opinion of such counsel but modified to relate to the Registration Statement and the Prospectus as amended and supplemented to such date; provided, however, that the Company shall not be obligated to deliver any such opinion unless and until such time as (i) each of the Borrower Parties is duly formed, validly existing, and in good standing in its state of organization and, in the case of each Borrower, in each state where its Property is locatedCompany delivers an Issuance Notice, (ii) this Loan Agreement and the Loan Documents have been duly authorized, executed and delivered and are enforceable in accordance with their terms subject to customary qualifications for bankruptcy, general equitable principles, and other customary assumptions and qualifications; Opinion Trigger Event occurs during a Selling Period or (iii) the Deposit Account Agreement and Cash Management Agreement have been duly authorized, executed and delivered by Borrower and Manager and are enforceable in accordance with their terms and the security interests in favor of Lender in the Account Collateral have been validly created and perfected; and (iv) no Borrower, Member or General Partner would be consolidated in any bankruptcy proceeding affecting Guarantor or certain other Affiliates of the Borrower Parties specified by Lender. Also on or before the Closing Date, Lender shall have received the following legal opinions, each in form and substance acceptable to Lender: (a) an opinion of the Borrowers' local counsel in each state where the Properties are located as to the enforceability of, and the creation and perfection of Liens under, the Mortgages and the Assignments of Leases and such other matters as Lender may reasonably request; (b) [intentionally omitted]; (c) opinions of Xxxxxxxx, Xxxxxx & Finger or other Delaware legal counsel, acceptable to Lender, for each Borrower that is Company files a single member limited liability company formed under the laws of the State of Delaware that, among other matters, (1) under Delaware law (x) the prior unanimous written consent of Member (and the unanimous written consent of the board of directors of Member including the Independent Directors, or the unanimous prior written consent of the board of managers' of each Borrower, including the Independent Directors') would be required for a voluntary bankruptcy filing by each such Borrower, (y) the prior unanimous written consent of the board of directors of Member (including the Independent Directors) would be required for a voluntary bankruptcy filing by Member, (z) such unanimous consent requirements are enforceable against Member in accordance with their terms; (2) under Delaware law the bankruptcy or dissolution of Member would not cause the dissolution of any of the Borrowers and the bankruptcy or dissolution of the sole shareholder or member would not cause the dissolution of Member; (3) under Delaware law, creditors of Member shall have no legal or equitable remedies with respect to the assets of any of the Borrowers and creditors of Guarantor shall have no legal or equitable remedies with respect to the assets of Member; and (4) a federal bankruptcy court would hold that Delaware law governs the determination of what Persons have authority to file a voluntary bankruptcy petition on behalf of each Borrower and Member; and (d) such other legal opinions as Lender may reasonably request.Registration Statement;

Opinions of Counsel. On That each time the Registration Statement or before the Closing DateProspectus is amended or supplemented (other than by an Issuance Supplement or a Current Report on Form 8-K, Lender unless reasonably requested by Xxxxx Fargo within 30 days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such amendment or supplement, an “Opinion Trigger Event”), the Company shall have received from Xxxxxxat any time selected by the Company on or following the date of such Opinion Trigger Event (except that during a Selling Period or any other period in which a prospectus relating to the Issuance Shares is required to be delivered by Xxxxx Fargo under the Securities Act, Xxxxxxx such time shall be no later than one Trading Day after each Opinion Trigger Event that occurs during such period; and provided that in any case delivery shall be a condition to the delivery of an Issuance Notice) furnish or cause to be furnished forthwith to Xxxxx Fargo a written opinion of Xxxxxx Xxxx & XxxxxxPriest LLP, LLP or other legal special counsel for the Borrowers Company, and Xxxx X. Xxxxxxxx, Esq., General Counsel and Secretary of the Company, in each case dated the date of delivery and in form reasonably satisfactory to LenderXxxxx Fargo, written legal opinions(i) if such counsel has previously furnished an opinion to the effect set forth in Exhibit B-1 or B-2 hereto (as applicable), each in form and substance acceptable to Lender, as to such matters as Lender shall request, including opinions to the effect that Xxxxx Fargo may rely on such previously furnished opinion of such counsel to the same extent as though it were dated the date of such letter authorizing reliance (iexcept that the statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) each of the Borrower Parties is duly formed, validly existing, and in good standing in its state of organization and, in the case of each Borrower, in each state where its Property is located, or (ii) this Loan Agreement and if such counsel has not previously furnished an opinion to the Loan Documents have been duly authorizedeffect set forth in Exhibit B-1 or B-2 hereto (as applicable), executed and delivered and are enforceable in accordance with their terms subject to customary qualifications for bankruptcy, general equitable principles, and other customary assumptions and qualifications; (iii) the Deposit Account Agreement and Cash Management Agreement have been duly authorized, executed and delivered by Borrower and Manager and are enforceable in accordance with their terms and the security interests in favor of Lender in the Account Collateral have been validly created and perfected; and (iv) no Borrower, Member or General Partner would be consolidated in any bankruptcy proceeding affecting Guarantor or certain other Affiliates of the Borrower Parties specified by Lender. Also on or before the Closing Date, Lender shall have received the following legal opinions, each in form and substance acceptable to Lender: (a) same tenor as such an opinion of the Borrowers' local such counsel in each state where the Properties are located as but modified to relate to the enforceability of, Registration Statement and the creation Prospectus as amended and perfection of Liens under, the Mortgages and the Assignments of Leases and supplemented to such other matters as Lender may reasonably request; (b) [intentionally omitted]; (c) opinions of Xxxxxxxx, Xxxxxx & Finger or other Delaware legal counsel, acceptable to Lender, for each Borrower that is a single member limited liability company formed under the laws of the State of Delaware that, among other matters, (1) under Delaware law (x) the prior unanimous written consent of Member (and the unanimous written consent of the board of directors of Member including the Independent Directors, or the unanimous prior written consent of the board of managers' of each Borrower, including the Independent Directors') would be required for a voluntary bankruptcy filing by each such Borrower, (y) the prior unanimous written consent of the board of directors of Member (including the Independent Directors) would be required for a voluntary bankruptcy filing by Member, (z) such unanimous consent requirements are enforceable against Member in accordance with their terms; (2) under Delaware law the bankruptcy or dissolution of Member would not cause the dissolution of any of the Borrowers and the bankruptcy or dissolution of the sole shareholder or member would not cause the dissolution of Member; (3) under Delaware law, creditors of Member shall have no legal or equitable remedies with respect to the assets of any of the Borrowers and creditors of Guarantor shall have no legal or equitable remedies with respect to the assets of Member; and (4) a federal bankruptcy court would hold that Delaware law governs the determination of what Persons have authority to file a voluntary bankruptcy petition on behalf of each Borrower and Member; and (d) such other legal opinions as Lender may reasonably requestdate.

Opinions of Counsel. On or before the Closing Date, Lender shall have received from Xxxxxx, Xxxxxxx & Xxxxxx, LLP or other legal counsel for the Borrowers satisfactory to Lender, written legal opinions, each in form and substance acceptable to Lender, as to such matters as Lender shall request, including opinions to the effect that (i) That each time the Registration Statement or the Prospectus is amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the Borrower Parties is duly formedoffering of securities other than the Program Shares, validly existing(y) an Issuance Supplement or (z) a Current Report on Form 8-K, and in good standing in its state of organization andunless, in the case of (y) or (z) reasonably requested by BNYMCM within five days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each Borrowersuch date, in each state where its Property is located, a “Registration Statement Amendment Date”); or (ii) this Loan Agreement otherwise after each reasonable request by BNYMCM (each date of any such request by BNYMCM, an “Opinion Request Date”), the Transaction Entities shall as soon as practicable thereafter furnish or cause to be furnished as promptly as practicable thereafter to BNYMCM written opinions and negative assurance letters (A) of DLA Piper LLP (US), counsel for the Transaction Entities, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to BNYMCM, (B) of the General Counsel of EQR, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to BNYMCM, and (C) of Xxxxx Lovells US LLP, counsel for BNYMCM and the Loan Documents have been duly authorizedAlternative Sales Agents, executed dated the date of such amendment, supplement or incorporation and delivered and are enforceable in accordance with their terms subject to customary qualifications for bankruptcy, general equitable principles, and other customary assumptions and qualifications; (iii) the Deposit Account Agreement and Cash Management Agreement have been duly authorized, executed and delivered by Borrower and Manager and are enforceable in accordance with their terms and the security interests in favor of Lender in the Account Collateral have been validly created and perfected; and (iv) no Borrower, Member or General Partner would be consolidated in any bankruptcy proceeding affecting Guarantor or certain other Affiliates of the Borrower Parties specified by Lender. Also on or before the Closing Date, Lender shall have received the following legal opinions, each in form and substance acceptable reasonably satisfactory to Lender: (a) an opinion of the Borrowers' local counsel in each state where the Properties are located as to the enforceability of, and the creation and perfection of Liens under, the Mortgages and the Assignments of Leases and such other matters as Lender may reasonably request; (b) [intentionally omitted]; (c) opinions of Xxxxxxxx, Xxxxxx & Finger or other Delaware legal counsel, acceptable to Lender, for each Borrower that is a single member limited liability company formed under the laws of the State of Delaware that, among other mattersBNYMCM, (1) under Delaware law if such counsel has previously furnished opinions and negative assurance letters to the effect set forth in Exhibits B, C and D hereto, to the effect that BNYMCM may rely on such previously furnished opinions and negative assurance letters of such counsel to the same extent as though they were dated the date of such letter authorizing reliance (x) except that the prior unanimous written consent of Member (statements in such last opinions and negative assurance letters shall be deemed to relate to the Registration Statement and the unanimous written consent of the board of directors of Member including the Independent Directors, Prospectus as amended and supplemented to such date) or the unanimous prior written consent of the board of managers' of each Borrower, including the Independent Directors') would be required for a voluntary bankruptcy filing by each such Borrower, (y) the prior unanimous written consent of the board of directors of Member (including the Independent Directors) would be required for a voluntary bankruptcy filing by Member, (z) such unanimous consent requirements are enforceable against Member in accordance with their terms; (2) under Delaware law if such counsel has not previously furnished opinions and negative assurance letters to the bankruptcy or dissolution effect set forth in Exhibits B, C and D hereto, of Member would not cause the dissolution same tenor as such opinions and negative assurance letters of such counsel but modified to relate to the Registration Statement, the Prospectus and the General Disclosure Package (other than the offering price of any of Program Shares) as amended and supplemented to such date; provided, however, that the Borrowers and the bankruptcy or dissolution of the sole shareholder or member would not cause the dissolution of Member; (3) under Delaware law, creditors of Member Transaction Entities shall have no legal or equitable remedies the right in their sole discretion to suspend the delivery of all such opinions and negative assurance letters otherwise required by this Section 4.07 if the Transaction Entities do not expect to deliver an Issuance Notice with respect to the assets Program Shares; provided further, that, in the event the Transactions Entities have suspended the delivery of any such opinions and negative assurance letters pursuant to the terms of this Section 4.07, the delivery of the Borrowers opinions and creditors negative assurance letters required by this Section 4.07, dated as of Guarantor the date of their delivery, shall have no legal or equitable remedies be a condition precedent to the delivery by EQR of an Issuance Notice with respect to the assets of Member; and (4) a federal bankruptcy court would hold that Delaware law governs the determination of what Persons have authority to file a voluntary bankruptcy petition on behalf of each Borrower and Member; and (d) such other legal opinions as Lender may reasonably request.Program Shares;

Opinions of Counsel. On or before the Closing Date, Lender shall have received from Xxxxxx, Xxxxxxx & Xxxxxx, LLP or other legal counsel for the Borrowers satisfactory to Lender, written legal opinions, each in form and substance acceptable to Lender, as to such matters as Lender shall request, including opinions to the effect that (i) That each time the Registration Statement or the Prospectus is amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the Borrower Parties is duly formedoffering of securities other than the Shares, validly existing(y) a Pricing Supplement or (z) a Current Report on Form 8-K, and in good standing in its state of organization andunless, in the case of (y) or (z) reasonably requested by Sales Agent, the Forward Seller or the Forward Purchaser within five days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each Borrowersuch date, in each state where its Property is located, a “Registration Statement Amendment Date”) or (ii) this Loan Agreement otherwise after each reasonable request by Sales Agent, the Forward Seller or the Forward Purchaser, as the case may be (each date of any such request by Sales Agent, the Forward Seller or the Forward Purchaser, an “Opinion Request Date”), the Company shall as soon as practicable thereafter furnish or cause to be furnished as promptly as practicable thereafter to Sales Agent, the Forward Seller and the Loan Documents have been duly authorizedForward Purchaser written opinions and negative assurance letters of Xxxxxxx Procter LLP, executed counsel for the Company, dated the date of such amendment, supplement or incorporation and delivered in form reasonably satisfactory to Sales Agent, the Forward Seller and are enforceable in accordance with their terms subject to customary qualifications for bankruptcy, general equitable principlesthe Forward Purchaser, and other customary assumptions and qualifications; (iii) of Xxxxxxx Xxxxx LLP, Pennsylvania counsel to the Deposit Account Agreement and Cash Management Agreement have been duly authorizedCompany, executed and delivered by Borrower and Manager and are enforceable in accordance with their terms and the security interests in favor of Lender in the Account Collateral have been validly created and perfected; and (iv) no Borrower, Member or General Partner would be consolidated in any bankruptcy proceeding affecting Guarantor or certain other Affiliates dated as of the Borrower Parties specified by Lender. Also on date of such amendment, supplement or before the Closing Date, Lender shall have received the following legal opinions, each incorporation and in form and substance acceptable reasonably satisfactory to Lender: Sales Agent, the Forward Seller and the Forward Purchaser and of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for Sales Agent, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to Sales Agent, the Forward Seller and the Forward Purchaser, (a) an opinion of the Borrowers' local if such counsel in each state where the Properties are located as has previously furnished opinions and negative assurance letters required pursuant to Sections 2.02(ii), (iii), (iv) and (v) hereof, to the enforceability ofeffect that Sales Agent, the Forward Seller and the creation Forward Purchaser may rely on such previously furnished opinions and perfection negative assurance letters of Liens under, such counsel to the Mortgages same extent as though they were dated the date of such letter authorizing reliance (except that the statements in such last opinions and negative assurance letters shall be deemed to relate to the Registration Statement and the Assignments of Leases Prospectus as amended and supplemented to such other matters as Lender may reasonably request; date) or (b) [intentionally omitted]; if such counsel has not previously furnished opinions and negative assurance letters required pursuant to Sections 2.02(ii), (ciii), (iv) opinions of Xxxxxxxxand (v) hereof, Xxxxxx & Finger or other Delaware legal counsel, acceptable to Lender, for each Borrower that is a single member limited liability company formed under the laws of the State same tenor as such opinions and negative assurance letters of Delaware thatsuch counsel but modified to relate to the Registration Statement, among other matters, (1) under Delaware law (x) the prior unanimous written consent of Member (Prospectus and the unanimous written consent of General Disclosure Package (other than the board of directors of Member including the Independent Directors, or the unanimous prior written consent of the board of managers' of each Borrower, including the Independent Directors') would be required for a voluntary bankruptcy filing by each such Borrower, (y) the prior unanimous written consent of the board of directors of Member (including the Independent Directors) would be required for a voluntary bankruptcy filing by Member, (z) such unanimous consent requirements are enforceable against Member in accordance with their terms; (2) under Delaware law the bankruptcy or dissolution of Member would not cause the dissolution offering price of any shares of Common Stock) as amended and supplemented to such date; provided, however, that the Borrowers and the bankruptcy or dissolution of the sole shareholder or member would not cause the dissolution of Member; (3) under Delaware law, creditors of Member Company shall have no legal or equitable remedies the right in its sole discretion to suspend the delivery of all such opinions and negative assurance letters otherwise required by this Section 4.07 if the Company does not expect to deliver a Transaction Notice with respect to the assets Shares; provided further, that the delivery of any each such opinion and negative assurance letter (dated as of the Borrowers and creditors date on which the most recent Form 10-Q or Form 10-K or, if applicable, Form 8-K was filed by the Company with the Commission) shall be a condition precedent to the delivery by the Company of Guarantor shall have no legal or equitable remedies a Transaction Notice with respect to the assets of Member; and (4) a federal bankruptcy court would hold that Delaware law governs the determination of what Persons have authority to file a voluntary bankruptcy petition on behalf of each Borrower and Member; and (d) such other legal opinions as Lender may reasonably requestShares.

Opinions of Counsel. On Each time the Registration Statement or before the Closing DateProspectus is filed, Lender amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency Agreements, (y) an Issuance Supplement or (z) a Current Report on Form 8-K, unless filed during a Selling Period and reasonably requested by Xxxxxxx Xxxxx within 5 days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such amendment or supplement an “Opinion Triggering Event”), the Company shall have received from Xxxxxxas soon as practicable thereafter furnish or cause to be furnished to Xxxxxxx Xxxxx a written opinion of Bond, Xxxxxxx Xxxxxxxxx & XxxxxxKing, LLP or other legal PLLC, counsel for the Borrowers Company, dated the date of delivery and in form reasonably satisfactory to LenderXxxxxxx Xxxxx, written legal opinions(i) if such counsel has previously furnished an opinion to the effect set forth in Exhibit B hereto, each in form and substance acceptable to Lender, as to such matters as Lender shall request, including opinions to the effect that Xxxxxxx Xxxxx xxx rely on such previously furnished opinion of such counsel to the same extent as though it were dated the date of such letter authorizing reliance (except that the statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or (ii) if such counsel has not previously furnished an opinion to the effect set forth in Exhibit B hereto, of the same tenor as such opinion of such counsel but modified to relate to the Registration Statement and the Prospectus as amended and supplemented to such date; provided, however, that the Company shall not be obligated to deliver any such opinion unless and until such time as (i) each of the Borrower Parties is duly formed, validly existing, and in good standing in its state of organization and, in the case of each Borrower, in each state where its Property is locatedCompany delivers an Issuance Notice, (ii) this Loan Agreement and the Loan Documents have been duly authorized, executed and delivered and are enforceable in accordance with their terms subject to customary qualifications for bankruptcy, general equitable principles, and other customary assumptions and qualifications; Opinion Trigger Event occurs during a Selling Period or (iii) the Deposit Account Agreement and Cash Management Agreement have been duly authorized, executed and delivered by Borrower and Manager and are enforceable in accordance with their terms and the security interests in favor of Lender in the Account Collateral have been validly created and perfected; and (iv) no Borrower, Member or General Partner would be consolidated in any bankruptcy proceeding affecting Guarantor or certain other Affiliates of the Borrower Parties specified by Lender. Also on or before the Closing Date, Lender shall have received the following legal opinions, each in form and substance acceptable to Lender: (a) an opinion of the Borrowers' local counsel in each state where the Properties are located as to the enforceability of, and the creation and perfection of Liens under, the Mortgages and the Assignments of Leases and such other matters as Lender may reasonably request; (b) [intentionally omitted]; (c) opinions of Xxxxxxxx, Xxxxxx & Finger or other Delaware legal counsel, acceptable to Lender, for each Borrower that is Company files a single member limited liability company formed under the laws of the State of Delaware that, among other matters, (1) under Delaware law (x) the prior unanimous written consent of Member (and the unanimous written consent of the board of directors of Member including the Independent Directors, or the unanimous prior written consent of the board of managers' of each Borrower, including the Independent Directors') would be required for a voluntary bankruptcy filing by each such Borrower, (y) the prior unanimous written consent of the board of directors of Member (including the Independent Directors) would be required for a voluntary bankruptcy filing by Member, (z) such unanimous consent requirements are enforceable against Member in accordance with their terms; (2) under Delaware law the bankruptcy or dissolution of Member would not cause the dissolution of any of the Borrowers and the bankruptcy or dissolution of the sole shareholder or member would not cause the dissolution of Member; (3) under Delaware law, creditors of Member shall have no legal or equitable remedies with respect to the assets of any of the Borrowers and creditors of Guarantor shall have no legal or equitable remedies with respect to the assets of Member; and (4) a federal bankruptcy court would hold that Delaware law governs the determination of what Persons have authority to file a voluntary bankruptcy petition on behalf of each Borrower and Member; and (d) such other legal opinions as Lender may reasonably request.Registration Statement;