Common use of Conditions of the Placement Agent’s Obligations Clause in Contracts

Conditions of the Placement Agent’s Obligations. The obligations of the Placement Agent hereunder with respect to a Placement will be subject to the continuing accuracy and completeness of the representations and warranties of the Company and the Manager contained in this Agreement or in certificates of any officer of the Company or the Manager (whether signed on behalf of such officer, the Company or such subsidiary or the Manager) or any subsidiary of the Company delivered pursuant to the provisions hereof, to the performance by the Company and the Manager of its covenants and other obligations hereunder, and to the following further conditions: (a) Opinions of Company Corporate Counsel, Company Special Counsel, and Counsel to the Placement Agent. On or prior to the date that Shares are first sold pursuant to the terms of this Agreement the Company shall furnish to the Placement Agent the opinion and negative assurance letter, each addressed to the Placement Agent, of (i) Ledgewood, PC, corporate counsel for the Company, or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinions are required to be delivered, substantially similar to the form attached hereto as Exhibits D-1 and D-2; (ii) ▇▇▇▇▇▇▇▇▇ Will & ▇▇▇▇▇ LLP, special Maryland counsel for the Company, or other counsel 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 D-3; and (iii), unless waived by the Placement Agent, Hunton ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel to the Placement Agent, or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent dated the date that the opinion is required to be delivered.

Conditions of the Placement Agent’s Obligations. The obligations of the Placement Agent hereunder with respect to a Placement will be subject to the continuing accuracy and completeness of the representations and warranties of the Company Company, the Operating Partnership and the Manager contained in this Agreement or in certificates of any officer of the Company or the Manager (whether signed on behalf of such officer, the Company or such subsidiary or the Manager) or any subsidiary of the Company delivered pursuant to the provisions hereof, to the performance by the Company Company, the Operating Partnership and the Manager of its their covenants and other obligations hereunder, and to the following further conditions: (a) Opinions of Company Corporate Counsel, Company Special Maryland Counsel, Company Tax Counsel, Manager Counsel and Counsel to the Placement Agent. On or prior to In accordance with the date that Shares are first sold pursuant to the terms of this Agreement provisions in Section 7(a)(16), the Company shall furnish to the Placement Agent the opinion and negative assurance letteropinions on or before the date on which such delivery of such opinions are required pursuant to Section 7(a)(16), each addressed to the Placement Agent, of (i) Ledgewood, PC, corporate counsel for the CompanyCompany Corporate Counsel, or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinions are opinion is required to be delivered, substantially similar to the form attached hereto as Exhibits D-1 and D-2Exhibit E-1; (ii) ▇▇▇▇▇▇▇▇▇ Will & ▇▇▇▇▇ LLP, special Company Maryland counsel for the CompanyCounsel, or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered delivered, substantially similar to the form attached hereto as Exhibit D-3E-2; and (iii)) Company Tax Counsel, unless waived by or other counsel satisfactory to the Placement Agent, Hunton ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLPin 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 E-3; (iv) Manager Counsel, or other counsel satisfactory to the Placement Agent, 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 F; and (v) Counsel to the Placement Agent, or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent dated the date that the opinion is required to be delivered.