Common use of REIT Opinions Clause in Contracts

REIT Opinions. Nova I shall have received (i) with respect to Newco, a written opinion of Xxxxx Lovells US LLP (or other counsel to Newco reasonably acceptable to Nova I, which the parties agree shall include the firms listed on Section 7.02(k) of the Constellation OP Disclosure Letter), dated as of the date that includes the Nova I Merger Effective Time and in form and substance reasonably satisfactory to Nova I, to the effect that, commencing with its taxable year that includes the Nova I Merger Effective Time (and any prior taxable year as to which Newco has elected to taxed as a REIT under the applicable provisions of the Code), Newco has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code, and its actual and proposed method of operation will enable it to meet the requirements for qualification and taxation as a REIT for its taxable year that includes the Nova I Merger Effective Time and subsequent taxable years (solely for purposes of rendering this opinion, counsel will be able to rely on the opinions referred to in clause (ii) of this Section 7.02(k) and clause (ii) of Section 7.03(k) below) and (ii) with respect to Nova II, a written opinion of Xxxxxxxxx Traurig LLP (or other counsel to Nova II reasonably acceptable to Nova I, which the parties agree shall include the firms listed on Section 7.02(k) of the Nova II Disclosure Letter), dated as of the date that includes the Nova I Merger Effective Time and in form and substance reasonably satisfactory to Nova I, to the effect that, commencing with its taxable year ended December 31, 2013 through the Nova I Merger Effective Time, Nova II 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 through the Nova I Merger Effective Time will enable it to meet the requirements for qualification and taxation as a REIT for the taxable year ended with the Nova I Merger Effective Time. Each opinion will be subject to customary exceptions, assumptions and qualifications and based on customary representations contained in officer’s certificates executed by (1) with respect to Newco, Constellation, RED REIT and Newco and (2) with respect to Nova II, Nova II and Nova II OP.

REIT Opinions. Constellation OP shall have received, (i) with respect to Nova I, a written opinion of Xxxxxx & Bird LLP (or other counsel to Nova I reasonably acceptable to Constellation OP, which the parties agree shall have received include the firms listed on Section 7.04(g) of the Nova I Disclosure Letter), dated as of the Closing Date and in form and substance reasonably satisfactory to Constellation OP, to the effect that, commencing with its taxable year ended December 31, 2010 through the Nova I Merger Effective Time, Nova I 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 through the Nova I Merger Effective Time will enable it to meet the requirements for qualification and taxation as a REIT for the taxable year ended with the Nova I Merger Effective Time, (iii) with respect to Nova II, a written opinion of Xxxxxxxxx Xxxxxxx LLP (or other counsel to Nova II reasonably acceptable to Constellation OP, which the parties agree shall include the firms listed on Section 7.04(g) of the Nova II Disclosure Letter), dated as of the Closing Date and in form and substance reasonably satisfactory to Constellation OP, to the effect that, commencing with its taxable year ended December 31, 2013 through the Nova II Merger Effective Time, Nova II 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 through the Nova II Merger Effective Time will enable it to meet the requirements for qualification and taxation as a REIT for the taxable year ended with the Nova II Merger Effective Time, and (iii) with respect to Newco, a written opinion of Xxxxx Lovells US LLP (or other counsel to Newco reasonably acceptable to Nova IConstellation OP, which the parties agree shall include the firms listed on Section 7.02(k7.04(g) of the Constellation OP Disclosure Letter), dated as of the date that includes the Nova I Merger Effective Time Closing Date and in form and substance reasonably satisfactory to Nova IConstellation OP, to the effect that, commencing with its taxable year that includes the first to occur of the Nova I Merger Effective Time and the Nova II Merger Effective Time (and any prior taxable year as to which Newco has elected to taxed as a REIT under the applicable provisions of the Code), Newco has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code, and its actual and proposed method of operation will enable it to meet the requirements for qualification and taxation as a REIT for its the taxable year that includes the Nova I Merger Effective Time and the Nova II Merger Effective Time and subsequent taxable years (solely for purposes of rendering this opinion, counsel will be able to rely on the opinions referred to in clause (ii) of this Section 7.02(k) above and clause (ii) of Section 7.03(k) below) and (ii) with respect to Nova II, a written opinion of Xxxxxxxxx Traurig LLP (or other counsel to Nova II reasonably acceptable to Nova I, which the parties agree shall include the firms listed on Section 7.02(k) of the Nova II Disclosure Letterabove), dated as of the date that includes the Nova I Merger Effective Time and in form and substance reasonably satisfactory to Nova I, to the effect that, commencing with its taxable year ended December 31, 2013 through the Nova I Merger Effective Time, Nova II 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 through the Nova I Merger Effective Time will enable it to meet the requirements for qualification and taxation as a REIT for the taxable year ended with the Nova I Merger Effective Time. Each opinion will be subject to customary exceptions, assumptions and qualifications and based on customary representations contained in officer’s certificates executed by (1) with respect to NewcoNova I, ConstellationNova I and Nova I OP, RED REIT and Newco and (2) with respect to Nova II, Nova II and Nova II OP, and (3) with respect to Newco, Constellation, RED REIT and Newco.

REIT Opinions. Nova I II shall have received (i) with respect to Newco, a written opinion of Xxxxx Lovells US LLP (or other counsel to Newco reasonably acceptable to Nova III, which the parties agree shall include the firms listed on Section 7.02(k7.03(k) of the Constellation OP Disclosure Letter), dated as of the date that includes the Nova I II Merger Effective Time and in form and substance reasonably satisfactory to Nova III, to the effect that, commencing with its taxable year that includes the Nova I II Merger Effective Time (and any prior taxable year as to which Newco has elected to taxed as a REIT under the applicable provisions of the Code), Newco has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code, and its actual and proposed method of operation will enable it to meet the requirements for qualification and taxation as a REIT for its taxable year that includes the Nova I II Merger Effective Time and subsequent taxable years (solely for purposes of rendering this opinion, counsel will be able to rely on the opinions referred to in clause (ii) of this Section 7.02(k7.03(k) and clause (ii) of Section 7.03(k7.02(k) belowabove) and (ii) with respect to Nova III, a written opinion of Xxxxxxxxx Traurig Xxxxxx & Bird LLP (or other counsel to Nova II I reasonably acceptable to Nova III, which the parties agree shall include the firms listed on Section 7.02(k7.03(k) of the Nova II I Disclosure Letter), dated as of the date that includes the Nova I II Merger Effective Time and in form and substance reasonably satisfactory to Nova III, to the effect that, commencing with its taxable year ended December 31, 2013 2010 through the Nova I II Merger Effective Time, Nova II I 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 through the Nova I II Merger Effective Time will enable it to meet the requirements for qualification and taxation as a REIT for the taxable year ended with the Nova I II Merger Effective Time. Each opinion will be subject to customary exceptions, assumptions and qualifications and based on customary representations contained in officer’s certificates executed by (1) with respect to Newco, Constellation, RED REIT and Newco and (2) with respect to Nova III, Nova II I and Nova II I OP.

REIT Opinions. Nova I Polaris shall have received (i) with respect to NewcoSirius, a written opinion of Xxxxx Lovells US LLP Vxxxxx & Exxxxx L.L.P. (or other counsel to Newco Sirius reasonably acceptable to Nova IPolaris, which the parties agree shall include the firms listed on Wxxxxxx Xxxx & Gxxxxxxxx LLP, Hxxxxx & Wxxxxxxx LLP and Hxxxx Lovells US LLP for purposes of this Section 7.02(k) of the Constellation OP Disclosure Letter7.02(g)), dated as of the date that which includes the Nova I Sirius-Polaris Merger Effective Time and in form and substance reasonably satisfactory to Nova IPolaris, to the effect that, commencing with its taxable year that includes the Nova I Merger Effective Time (and any prior taxable year as to which Newco has elected to taxed as a REIT under the applicable provisions of the Code), Newco has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code, and its actual and proposed method of operation will enable it to meet the requirements for qualification and taxation as a REIT for its taxable year that includes the Nova I Merger Effective Time and subsequent taxable years (solely for purposes of rendering this opinion, counsel will be able to rely on the opinions referred to in clause (ii) of this Section 7.02(k) and clause (ii) of Section 7.03(k) below) and (ii) with respect to Nova II, a written opinion of Xxxxxxxxx Traurig LLP (or other counsel to Nova II reasonably acceptable to Nova I, which the parties agree shall include the firms listed on Section 7.02(k) of the Nova II Disclosure Letter), dated as of the date that includes the Nova I Merger Effective Time and in form and substance reasonably satisfactory to Nova I, to the effect that, commencing with its taxable year ended December 31, 2013 formation through the Nova I Sirius-Polaris Merger Effective Time, Nova II New Sirius (including Sirius in its capacity as predecessor to New Sirius) 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 through the Nova I Sirius-Polaris Merger Effective Time will enable it to meet the requirements for qualification and taxation as a REIT for the taxable year ended with the Nova I Sirius-Polaris Merger Effective Time and (ii) with respect to Constellation, a written opinion of Hxxxx Lovells US LLP (or other counsel to Constellation reasonably acceptable to Polaris, which the parties agree shall include Wxxxxxx Xxxx & Gxxxxxxxx LLP, Hxxxxx & Wxxxxxxx LLP and Vxxxxx & Exxxxx L.L.P. for purposes of this Section 7.02(g)), dated as of the date which includes the Constellation-Polaris Merger Effective Time and in form and substance reasonably satisfactory to Polaris, to the effect that, commencing with its taxable year of formation through the Constellation-Polaris Merger Effective Time, Constellation 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 through the Constellation-Polaris Merger Effective Time will enable it to meet the requirements for qualification and taxation as a REIT for the taxable year ended with the Constellation-Polaris Merger Effective Time. Each opinion will be subject to customary exceptions, assumptions and qualifications and based on customary representations contained in officer’s certificates executed by (1) with respect to NewcoSirius, ConstellationSirius, New Sirius, Sirius LP, RED REIT REIT, and Newco NRE and (2) with respect to Nova IIConstellation, Nova II Constellation, Constellation LLC and Nova II OPthe Constellation Subsidiary REITs.

REIT Opinions. Nova I Constellation shall have received (i) with respect to NewcoSirius, a written opinion of Xxxxx Lovells US LLP Vxxxxx & Exxxxx L.L.P. (or other counsel to Newco reasonably acceptable to Nova IConstellation, which the parties agree shall include the firms listed on Wxxxxxx Xxxx & Gxxxxxxxx LLP, Hxxxxx & Wxxxxxxx LLP and Hxxxx Lovells US LLP for purposes of this Section 7.02(k) of the Constellation OP Disclosure Letter7.04(g)), dated as of the date that which includes the Nova I Sirius-Polaris Merger Effective Time and in form and substance reasonably satisfactory to Nova IConstellation, to the effect that, commencing with its taxable year that includes the Nova I Merger Effective Time (and any prior taxable year as to which Newco has elected to taxed as a REIT under the applicable provisions of the Code), Newco has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code, and its actual and proposed method of operation will enable it to meet the requirements for qualification and taxation as a REIT for its taxable year that includes the Nova I Merger Effective Time and subsequent taxable years (solely for purposes of rendering this opinion, counsel will be able to rely on the opinions referred to in clause (ii) of this Section 7.02(k) and clause (ii) of Section 7.03(k) below) and (ii) with respect to Nova II, a written opinion of Xxxxxxxxx Traurig LLP (or other counsel to Nova II reasonably acceptable to Nova I, which the parties agree shall include the firms listed on Section 7.02(k) of the Nova II Disclosure Letter), dated as of the date that includes the Nova I Merger Effective Time and in form and substance reasonably satisfactory to Nova I, to the effect that, commencing with its taxable year ended December 31, 2013 formation through the Nova I Sirius-Polaris Merger Effective Time, Nova II New Sirius (including Sirius in its capacity as predecessor to New Sirius) 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 through the Nova I Sirius-Polaris Merger Effective Time will enable it to meet the requirements for qualification and taxation as a REIT for the taxable year ended with the Nova I Sirius-Polaris Merger Effective TimeTime and (ii) with respect to New Polaris, a written opinion of Hxxxx Lovells US LLP (or other counsel reasonably acceptable to Constellation, which the parties agree shall include Vxxxxx & Exxxxx L.L.P., Skadden, Arps, Slate, Mxxxxxx & Fxxx LLP, Fried, Frank, Harris, Sxxxxxx & Jxxxxxxx LLP, Wxxxxxx Xxxx & Gxxxxxxxx LLP, Hxxxxx & Wxxxxxxx LLP or Sxxxxxxx & Cxxxxxxx LLP for purposes of this Section 7.04(g)), dated as of the date which includes the Sirius-Polaris Merger Effective Time and in form and substance reasonably satisfactory to Constellation, to the effect that, commencing with the taxable year beginning January 1, 2017, New Polaris (including Polaris in its capacity as predecessor to New Polaris) will be organized in conformity with the requirements for qualification and taxation as a REIT under the U.S. federal income tax Laws, and its proposed method of operations will enable it to satisfy the requirements for qualification and taxation as a REIT under the U.S. federal income tax Laws for its taxable year ending December 31, 2017 and subsequent taxable years (solely for purposes of rendering this opinion, counsel will be able to rely on the opinions referred to in Section 7.02(g) above). Each opinion will be subject to customary exceptions, assumptions and qualifications and based on customary representations contained in officer’s certificates executed by (1) with respect to NewcoSirius, ConstellationSirius, New Sirius, Sirius LP, RED REIT REIT, and Newco NRE and (2) with respect to Nova IINew Polaris, Nova II Polaris, New Polaris, Constellation, Constellation LLC, the Constellation Subsidiary REITs, Sirius, New Sirius, Sirius LP, RED REIT, and Nova II OPNRE.

REIT Opinions. Nova I Sirius shall have received (i) with respect to NewcoConstellation, a written opinion of Xxxxx Hxxxx Lovells US LLP (or other counsel to Newco reasonably acceptable to Nova ISirius, which the parties agree shall include the firms listed on Wxxxxxx Xxxx & Gxxxxxxxx LLP, Hxxxxx & Wxxxxxxx LLP and Vxxxxx & Exxxxx L.L.P. for purposes of this Section 7.02(k) of the Constellation OP Disclosure Letter7.03(g)), dated as of the date that which includes the Nova I Constellation-Polaris Merger Effective Time and in form and substance reasonably satisfactory to Nova ISirius, to the effect that, commencing with its taxable year that includes the Nova I Merger Effective Time (and any prior taxable year as to which Newco has elected to taxed as a REIT under the applicable provisions of the Code), Newco has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code, and its actual and proposed method of operation will enable it to meet the requirements for qualification and taxation as a REIT for its taxable year that includes the Nova I Merger Effective Time and subsequent taxable years (solely for purposes of rendering this opinion, counsel will be able to rely on the opinions referred to in clause (ii) of this Section 7.02(k) and clause (ii) of Section 7.03(k) below) and (ii) with respect to Nova II, a written opinion of Xxxxxxxxx Traurig LLP (or other counsel to Nova II reasonably acceptable to Nova I, which the parties agree shall include the firms listed on Section 7.02(k) of the Nova II Disclosure Letter), dated as of the date that includes the Nova I Merger Effective Time and in form and substance reasonably satisfactory to Nova I, to the effect that, commencing with its taxable year ended December 31, 2013 formation through the Nova I Constellation-Polaris Merger Effective Time, Nova II Constellation 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 through the Nova I Constellation-Polaris Merger Effective Time will enable it to meet the requirements for qualification and taxation as a REIT for the taxable year ended with the Nova I Constellation-Polaris Merger Effective TimeTime and (ii) with respect to New Polaris, a written opinion of Hxxxx Lovells US LLP (or other counsel reasonably acceptable to Sirius, which the parties agree shall include Vxxxxx & Exxxxx L.L.P., Skadden, Arps, Slate, Mxxxxxx & Fxxx LLP, Fried, Frank, Harris, Sxxxxxx & Jxxxxxxx LLP, Wxxxxxx Xxxx & Gxxxxxxxx LLP, Hxxxxx & Wxxxxxxx LLP or Sxxxxxxx & Cxxxxxxx LLP for purposes of this Section 7.03(g)), dated as of the date which includes the Sirius-Polaris Merger Effective Time and in form and substance reasonably satisfactory to Sirius, to the effect that, commencing with the taxable year beginning January 1, 2017, New Polaris (including Polaris in its capacity as predecessor to New Polaris) will be organized in conformity with the requirements for qualification and taxation as a REIT under the U.S. federal income tax Laws, and its proposed method of operations will enable it to satisfy the requirements for qualification and taxation as a REIT under the U.S. federal income tax Laws for its taxable year ending December 31, 2017 and subsequent taxable years (solely for purposes of rendering this opinion, counsel will be able to rely on the opinions referred to in Section 7.02(g) above). Each opinion will be subject to customary exceptions, assumptions and qualifications and based on customary representations contained in officer’s certificates executed by (1) with respect to Newco, Constellation, RED REIT Constellation LLC and Newco the Constellation Subsidiary REITs and (2) with respect to Nova IINew Polaris, Nova II Polaris, New Polaris, Constellation, Constellation LLC, the Constellation Subsidiary REITs, New Sirius, Sirius, Sirius LP, RED REIT and Nova II OPNRE.

REIT Opinions. Nova I Polaris shall have received (i) with respect to NewcoSirius, a written opinion of Xxxxx Lovells US LLP Xxxxxx & Xxxxxx L.L.P. (or other counsel to Newco Sirius reasonably acceptable to Nova IPolaris, which the parties agree shall include the firms listed on Xxxxxxx Xxxx & Xxxxxxxxx LLP, Xxxxxx & Xxxxxxxx LLP and Xxxxx Lovells US LLP for purposes of this Section 7.02(k) of the Constellation OP Disclosure Letter7.02(g)), dated as of the date that which includes the Nova I Sirius-Polaris Merger Effective Time and in form and substance reasonably satisfactory to Nova IPolaris, to the effect that, commencing with its taxable year that includes the Nova I Merger Effective Time (and any prior taxable year as to which Newco has elected to taxed as a REIT under the applicable provisions of the Code), Newco has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code, and its actual and proposed method of operation will enable it to meet the requirements for qualification and taxation as a REIT for its taxable year that includes the Nova I Merger Effective Time and subsequent taxable years (solely for purposes of rendering this opinion, counsel will be able to rely on the opinions referred to in clause (ii) of this Section 7.02(k) and clause (ii) of Section 7.03(k) below) and (ii) with respect to Nova II, a written opinion of Xxxxxxxxx Traurig LLP (or other counsel to Nova II reasonably acceptable to Nova I, which the parties agree shall include the firms listed on Section 7.02(k) of the Nova II Disclosure Letter), dated as of the date that includes the Nova I Merger Effective Time and in form and substance reasonably satisfactory to Nova I, to the effect that, commencing with its taxable year ended December 31, 2013 formation through the Nova I Sirius-Polaris Merger Effective Time, Nova II New Sirius (including Sirius in its capacity as predecessor to New Sirius) 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 through the Nova I Sirius-Polaris Merger Effective Time will enable it to meet the requirements for qualification and taxation as a REIT for the taxable year ended with the Nova I Sirius-Polaris Merger Effective Time and (ii) with respect to Constellation, a written opinion of Xxxxx Lovells US LLP (or other counsel to Constellation reasonably acceptable to Polaris, which the parties agree shall include Xxxxxxx Xxxx & Xxxxxxxxx LLP, Xxxxxx & Xxxxxxxx LLP and Xxxxxx & Xxxxxx L.L.P. for purposes of this Section 7.02(g)), dated as of the date which includes the Constellation-Polaris Merger Effective Time and in form and substance reasonably satisfactory to Polaris, to the effect that, commencing with its taxable year of formation through the Constellation-Polaris Merger Effective Time, Constellation 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 through the Constellation-Polaris Merger Effective Time will enable it to meet the requirements for qualification and taxation as a REIT for the taxable year ended with the Constellation-Polaris Merger Effective Time. Each opinion will be subject to customary exceptions, assumptions and qualifications and based on customary representations contained in officer’s certificates executed by (1) with respect to NewcoSirius, ConstellationSirius, New Sirius, Sirius LP, RED REIT REIT, and Newco NRE and (2) with respect to Nova IIConstellation, Nova II Constellation, Constellation LLC and Nova II OPthe Constellation Subsidiary REITs.

REIT Opinions. Nova I Sirius shall have received (i) with respect to NewcoConstellation, a written opinion of Xxxxx Lovells US LLP (or other counsel to Newco reasonably acceptable to Nova ISirius, which the parties agree shall include the firms listed on Xxxxxxx Xxxx & Xxxxxxxxx LLP, Xxxxxx & Xxxxxxxx LLP and Xxxxxx & Xxxxxx L.L.P. for purposes of this Section 7.02(k) of the Constellation OP Disclosure Letter7.03(g)), dated as of the date that which includes the Nova I Constellation-Polaris Merger Effective Time and in form and substance reasonably satisfactory to Nova ISirius, to the effect that, commencing with its taxable year that includes the Nova I Merger Effective Time (and any prior taxable year as to which Newco has elected to taxed as a REIT under the applicable provisions 144 of the Code), Newco has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code, and its actual and proposed method of operation will enable it to meet the requirements for qualification and taxation as a REIT for its taxable year that includes the Nova I Merger Effective Time and subsequent taxable years (solely for purposes of rendering this opinion, counsel will be able to rely on the opinions referred to in clause (ii) of this Section 7.02(k) and clause (ii) of Section 7.03(k) below) and (ii) with respect to Nova II, a written opinion of Xxxxxxxxx Traurig LLP (or other counsel to Nova II reasonably acceptable to Nova I, which the parties agree shall include the firms listed on Section 7.02(k) of the Nova II Disclosure Letter), dated as of the date that includes the Nova I Merger Effective Time and in form and substance reasonably satisfactory to Nova I, to the effect that, commencing with its taxable year ended December 31, 2013 formation through the Nova I Constellation-Polaris Merger Effective Time, Nova II Constellation 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 through the Nova I Constellation-Polaris Merger Effective Time will enable it to meet the requirements for qualification and taxation as a REIT for the taxable year ended with the Nova I Constellation-Polaris Merger Effective TimeTime and (ii) with respect to New Polaris, a written opinion of Xxxxx Lovells US LLP (or other counsel reasonably acceptable to Sirius, which the parties agree shall include Xxxxxx & Xxxxxx L.L.P., Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP, Xxxxxxx Xxxx & Xxxxxxxxx LLP, Xxxxxx & Xxxxxxxx LLP or Xxxxxxxx & Xxxxxxxx LLP for purposes of this Section 7.03(g)), dated as of the date which includes the Sirius-Polaris Merger Effective Time and in form and substance reasonably satisfactory to Sirius, to the effect that, commencing with the taxable year beginning January 1, 2017, New Polaris (including Polaris in its capacity as predecessor to New Polaris) will be organized in conformity with the requirements for qualification and taxation as a REIT under the U.S. federal income tax Laws, and its proposed method of operations will enable it to satisfy the requirements for qualification and taxation as a REIT under the U.S. federal income tax Laws for its taxable year ending December 31, 2017 and subsequent taxable years (solely for purposes of rendering this opinion, counsel will be able to rely on the opinions referred to in Section 7.02(g) above). Each opinion will be subject to customary exceptions, assumptions and qualifications and based on customary representations contained in officer’s certificates executed by (1) with respect to Newco, Constellation, RED REIT Constellation LLC and Newco the Constellation Subsidiary REITs and (2) with respect to Nova IINew Polaris, Nova II Polaris, New Polaris, Constellation, Constellation LLC, the Constellation Subsidiary REITs, New Sirius, Sirius, Sirius LP, RED REIT and Nova II OPNRE.

REIT Opinions. Nova I Constellation shall have received (i) with respect to NewcoSirius, a written opinion of Xxxxx Lovells US LLP Xxxxxx & Xxxxxx L.L.P. (or other counsel to Newco reasonably acceptable to Nova IConstellation, which the parties agree shall include the firms listed on Xxxxxxx Xxxx & Xxxxxxxxx LLP, Xxxxxx & Xxxxxxxx LLP and Xxxxx Lovells US LLP for purposes of this Section 7.02(k) of the Constellation OP Disclosure Letter7.04(g)), dated as of the date that which includes the Nova I Sirius-Polaris Merger Effective Time and in form and substance reasonably satisfactory to Nova IConstellation, to the effect that, commencing with its taxable year that includes the Nova I Merger Effective Time (and any prior taxable year as to which Newco has elected to taxed as a REIT under the applicable provisions of the Code), Newco has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code, and its actual and proposed method of operation will enable it to meet the requirements for qualification and taxation as a REIT for its taxable year that includes the Nova I Merger Effective Time and subsequent taxable years (solely for purposes of rendering this opinion, counsel will be able to rely on the opinions referred to in clause (ii) of this Section 7.02(k) and clause (ii) of Section 7.03(k) below) and (ii) with respect to Nova II, a written opinion of Xxxxxxxxx Traurig LLP (or other counsel to Nova II reasonably acceptable to Nova I, which the parties agree shall include the firms listed on Section 7.02(k) of the Nova II Disclosure Letter), dated as of the date that includes the Nova I Merger Effective Time and in form and substance reasonably satisfactory to Nova I, to the effect that, commencing with its taxable year ended December 31, 2013 formation through the Nova I Sirius-Polaris Merger Effective Time, Nova II New Sirius (including Sirius in its capacity as predecessor to New Sirius) 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 through the Nova I Sirius-Polaris Merger Effective Time will enable it to meet the requirements for qualification and taxation as a REIT for the taxable year ended with the Nova I Sirius-Polaris Merger Effective TimeTime and (ii) with respect to New Polaris, a written opinion of Xxxxx Lovells US LLP (or other counsel reasonably acceptable to Constellation, which the parties agree 147 shall include Xxxxxx & Xxxxxx L.L.P., Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP, Xxxxxxx Xxxx & Xxxxxxxxx LLP, Xxxxxx & Xxxxxxxx LLP or Xxxxxxxx & Xxxxxxxx LLP for purposes of this Section 7.04(g)), dated as of the date which includes the Sirius-Polaris Merger Effective Time and in form and substance reasonably satisfactory to Constellation, to the effect that, commencing with the taxable year beginning January 1, 2017, New Polaris (including Polaris in its capacity as predecessor to New Polaris) will be organized in conformity with the requirements for qualification and taxation as a REIT under the U.S. federal income tax Laws, and its proposed method of operations will enable it to satisfy the requirements for qualification and taxation as a REIT under the U.S. federal income tax Laws for its taxable year ending December 31, 2017 and subsequent taxable years (solely for purposes of rendering this opinion, counsel will be able to rely on the opinions referred to in Section 7.02(g) above). Each opinion will be subject to customary exceptions, assumptions and qualifications and based on customary representations contained in officer’s certificates executed by (1) with respect to NewcoSirius, ConstellationSirius, New Sirius, Sirius LP, RED REIT REIT, and Newco NRE and (2) with respect to Nova IINew Polaris, Nova II Polaris, New Polaris, Constellation, Constellation LLC, the Constellation Subsidiary REITs, Sirius, New Sirius, Sirius LP, RED REIT, and Nova II OPNRE.