Common use of REIT Opinion Clause in Contracts

REIT Opinion. Parent shall have received a written opinion of Gxxxxxxxx Txxxxxx, LLP (or other counsel to Company reasonably acceptable to Parent), dated as of the Closing Date and in form and substance reasonably satisfactory to Parent, to the effect that, commencing with the Company’s taxable year ended December 31, 2009, the Company has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code and its actual method of operation has enabled the Company to meet, through the Effective Time, the requirements for qualification and taxation as a REIT under the Code. Such opinion will be subject to customary exceptions, assumptions and qualifications and based on customary representations contained in an officer’s certificate executed by the Company, provided that Parent is given a reasonable opportunity to review such representations and finds them reasonably acceptable.

REIT Opinion. Parent The Company shall have received a written opinion of Gxxxxxxxx TxxxxxxXxxxxxx Xxxx & Xxxxxxxxx LLP, LLP (or other counsel to Company reasonably acceptable to Parent)the Company, dated as of the Closing Date and in form and substance reasonably satisfactory to Parentthe Company, to the effect that, commencing with the CompanyParent’s taxable year that ended on December 31, 20091999, the Company has been Parent was organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code Code, and its actual method of operation has enabled the Company enabled, and its proposed method of operation will enable, Parent to meet, through the Effective Time, meet the requirements for qualification and taxation as a REIT under the Code. Such , which opinion will be subject to customary exceptions, assumptions and qualifications and based on customary representations contained in an officer’s certificate executed by the Company, provided that Parent is given a reasonable opportunity to review such representations and finds them reasonably acceptableParent.

REIT Opinion. Parent shall have received a written opinion of Gxxxxxxxx TxxxxxxHunton & Wxxxxxxx LLP, LLP (or other counsel to the Company reasonably acceptable satisfactory to Parent), dated as of the Closing Date and in form and substance reasonably satisfactory to Parent, to the effect that, commencing with the Company’s taxable year that ended on December 31, 20092004, the Company has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code and its actual method of operation has enabled the Company to meet, through the Effective Time, the requirements for qualification and taxation as a REIT under the Code. Such , which opinion will be subject to customary exceptions, assumptions and qualifications and based on customary representations contained in an officer’s certificate executed by the Company, provided that Parent is given a reasonable opportunity to review such representations Company and finds them reasonably acceptablethe Company Operating Partnership.

REIT Opinion. Parent shall have received a written opinion of Gxxxxxxxx Txxxxxx, LLP Xxxxxx & Xxxxxx L.L.P. (or other counsel to Company reasonably acceptable to Parent), dated as of the Closing Date and in form and substance reasonably satisfactory to Parent, to the effect that, commencing with the Company’s taxable year ended December 31, 20092012, the Company has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code and its actual method of operation has enabled the Company to meet, through the Effective Time, the requirements for qualification and taxation as a REIT under the Code. Such opinion will be subject to customary exceptions, assumptions and qualifications and based on customary representations contained in an officer’s certificate executed by the Company, ; provided that Parent is given a reasonable opportunity to review such representations and finds them reasonably acceptable.

REIT Opinion. Parent The Company shall have received a written opinion of Gxxxxxxxx TxxxxxxXxxxxx, LLP (or other counsel Xxxxxxx & Xxxxxx, LLC on which Parent shall be entitled to Company reasonably acceptable to Parent)rely, dated as of the Closing Date and in form and substance reasonably satisfactory to Parent, to the effect that, commencing with the Company’s taxable year that ended on December 31, 2009, the Company has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code and its actual method of operation has enabled the Company to meet, through the Effective Time, the requirements for qualification and taxation as a REIT under the Code. Such , which opinion will be subject to customary exceptions, assumptions and qualifications and based on customary representations contained in an officer’s certificate executed by the Company, Company and provided that Parent is given a reasonable opportunity pursuant to review such representations and finds them reasonably acceptableSection 6.1(b).

REIT Opinion. Parent shall have received a written opinion of Gxxxxxxxx TxxxxxxXxxxxxx, LLP (or other counsel to Company reasonably acceptable to Parent)Arps, Slate, Xxxxxxx & Xxxx LLP, dated as of the Closing Date and in form and substance reasonably satisfactory to Parent, to the effect that, commencing with the Company’s taxable year ended December 31, 20092012, the Company has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code and its actual method of operation has enabled the Company to meet, through the Effective Time, the requirements for qualification and taxation as a REIT under the Code. Such opinion will be subject to customary exceptions, assumptions and qualifications and based on customary representations contained in an officer’s certificate executed by the Company, provided that Parent is given a reasonable opportunity to review such representations and finds them reasonably acceptable.

REIT Opinion. Parent The Company shall have received a written opinion of Gxxxxxxxx TxxxxxxMxxxxx, LLP (or other counsel Mxxxxxx & Mxxxxx, LLC on which Parent shall be entitled to Company reasonably acceptable to Parent)rely, dated as of the Closing Date and in form and substance reasonably satisfactory to Parent, to the effect that, commencing with the Company’s taxable year that ended on December 31, 2009, the Company has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code and its actual method of operation has enabled the Company to meet, through the Effective Time, the requirements for qualification and taxation as a REIT under the Code. Such , which opinion will be subject to customary exceptions, assumptions and qualifications and based on customary representations contained in an officer’s certificate executed by the Company, Company and provided that Parent is given a reasonable opportunity pursuant to review such representations and finds them reasonably acceptableSection 6.1(b).

REIT Opinion. Parent The Company shall have received a written opinion of Gxxxxxxxx TxxxxxxXxxxxx & Xxxxxxx LLP, LLP (or other counsel to Company reasonably acceptable to Parent)the Company, dated as of the Closing Date and in form and substance reasonably satisfactory to Parentthe Company, to the effect that, commencing with the CompanyParent’s taxable year that ended on December 31, 20091994, the Company Parent has been organized and has operated in conformity with the requirements for qualification and taxation as a REIT under the Code Code, and its actual proposed method of operation has enabled the Company will enable Parent to meet, through the Effective Time, continue to meet the requirements for qualification and taxation as a REIT under the Code. Such , which opinion will be subject to customary exceptions, assumptions and qualifications and based on customary representations contained in an officer’s certificate executed by the Company, Parent and provided that Parent is given a reasonable opportunity pursuant to review such representations and finds them reasonably acceptableSection 6.2(b).

REIT Opinion. Parent shall have received a written opinion of Gxxxxxxxx Txxxxxx, LLP Xxxxxx & Xxxxxx L.L.P. (or other counsel to Company reasonably acceptable to Parent), dated as of the Closing Date and in form and substance reasonably satisfactory to Parent, to the effect that, commencing with the Company’s 's taxable year ended December 31, 20092012, the Company has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code and its actual method of operation has enabled the Company to meet, through the Effective Time, the requirements for qualification and taxation as a REIT under the Code. Such opinion will be subject to customary exceptions, assumptions and qualifications and based on customary representations contained in an officer’s 's certificate executed by the Company, ; provided that Parent is given a reasonable opportunity to review such representations and finds them reasonably acceptable.

REIT Opinion. Parent The Company shall have received a written opinion of Gxxxxxxxx TxxxxxxLxxxxx & Wxxxxxx LLP, LLP (or other counsel to Company reasonably acceptable to Parent)the Company, dated as of the Closing Date and in form and substance reasonably satisfactory to Parentthe Company, to the effect that, commencing with the CompanyParent’s taxable year that ended on December 31, 20091994, the Company Parent has been organized and has operated in conformity with the requirements for qualification and taxation as a REIT under the Code Code, and its actual proposed method of operation has enabled the Company will enable Parent to meet, through the Effective Time, continue to meet the requirements for qualification and taxation as a REIT under the Code. Such , which opinion will be subject to customary exceptions, assumptions and qualifications and based on customary representations contained in an officer’s certificate executed by the Company, Parent and provided that Parent is given a reasonable opportunity pursuant to review such representations and finds them reasonably acceptableSection 6.2(b).

REIT Opinion. Parent shall have received a written opinion of Gxxxxxxxx Txxxxxx, Xxxxx Xxxxx LLP (or other counsel to Company reasonably acceptable satisfactory to Parent), dated as of the Closing Date and in form and substance reasonably satisfactory to Parent, to the effect that, commencing with the Company’s taxable year ended December 31, 20092019, the Company has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code and its actual method of operation has enabled the Company to meet, through the Effective Time, the requirements for qualification and taxation as a REIT under the Code. Such opinion will be subject to customary exceptions, assumptions and qualifications and based on customary representations contained in an officer’s certificate executed by the Company, provided that Parent is given a reasonable opportunity to review such representations and finds them reasonably acceptable.

REIT Opinion. Parent shall have received a written opinion of Gxxxxxxxx Txxxxxx, Mxxxx Xxxxx LLP (or other counsel to Company reasonably acceptable satisfactory to Parent), dated as of the Closing Date and in form and substance reasonably satisfactory to Parent, to the effect that, commencing with the Company’s taxable year ended December 31, 20092019, the Company has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code and its actual method of operation has enabled the Company to meet, through the Effective Time, the requirements for qualification and taxation as a REIT under the Code. Such opinion will be subject to customary exceptions, assumptions and qualifications and based on customary representations contained in an officer’s certificate executed by the Company, provided that Parent is given a reasonable opportunity to review such representations and finds them reasonably acceptable.