Common use of REIT Opinion Clause in Contracts

REIT Opinion. Company shall have received a written opinion of Baker, Donelson, Bearman, Xxxxxxxx & Xxxxxxxxx, PC, dated as of the Closing Date and in form and substance reasonably satisfactory to the Company, to the effect that, commencing with Parent’s taxable year that ended on December 31, 2010, Parent has been organized and has operated in conformity with the requirements for qualification and taxation as a REIT under the Code, and its proposed method of operation will enable Parent to continue to meet the requirements for qualification and taxation as a REIT under the Code, which opinion will be subject to customary exceptions, assumptions and qualifications and based on customary representations contained in an officer’s certificate executed by Parent and provided pursuant to Section 6.2(b).

REIT Opinion. Company Parent shall have received a written opinion of Baker, Donelson, Bearman, Xxxxxxxx & Xxxxxxxxx, Xxxxxxxxx PC, dated as of the Closing Date and substantially in the form and substance reasonably satisfactory to the Companyattached hereto as Exhibit D, to the effect that, commencing with Parentthe Company’s taxable year that ended on December 31, 20102008, Parent the Company has been organized and has operated in conformity with the requirements for qualification and taxation as a REIT under the Code, Code and its proposed actual method of operation will enable Parent has enabled the Company to continue to meet meet, through the Company Merger Effective Time, the requirements for qualification and taxation as a REIT under the Code, Code (which opinion will be subject to customary exceptions, assumptions and qualifications and based on customary representations contained in an officer’s certificate certificate, in form and substance reasonably satisfactory to Parent, executed by Parent an officer of the Company and provided pursuant to Section 6.2(bMerger Partnership).