Common use of Legal Opinion Clause in Contracts

Legal Opinion. On the date of this Agreement, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(q) was in effect, unless the Agent agrees otherwise, the Company shall cause to be furnished to the Agent (i) a written opinion, a negative assurance letter and a written tax opinion of Hunton & ▇▇▇▇▇▇▇▇ LLP, counsel for the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of ▇▇▇▇▇▇▇ LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either case, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of the opinions and negative assurance letter of Company Counsel and Maryland Counsel required to be furnished to the Agent pursuant to this Section 7(r) on subsequent Representation Dates, Company Counsel and Maryland Counsel may furnish the Agent with a letter (a “Reliance Letter”) to the effect that the Agent may rely on a prior opinion or negative assurance letter delivered under this Section 7(r) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplemented).

Legal Opinion. On or prior to the date of this Agreementthe first Placement Notice given hereunder, within three the Company shall cause to be furnished to the Agent (3i) a written opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (“Company Counsel”) as to corporate and securities matters dated as of the date of such Placement Notice, (ii) a written opinion of Company Counsel as to tax matters dated as of the date of such Placement Notice, (iii) a negative assurance letter from Company Counsel dated as of the date of such Placement Notice, and (iv) a written opinion of ▇▇▇▇▇▇▇ LLP (“Venable”) as to Maryland corporate matters dated as of the date of such Placement Notice, in each case, in the forms attached hereto as Exhibits 7(m), 7(m)(ii), 7(m)(iii) and 7(m)(iv). Within five (5) Trading Days after of each subsequent Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B 7(l) for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(q) was in effect, unless the Agent agrees otherwise, the Company shall cause to be furnished to the Agent (i) a the written opinion, a negative assurance letter and a written tax opinion of Hunton & ▇▇▇▇▇▇▇▇ LLP, counsel for the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of ▇▇▇▇▇▇▇ LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either case, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of the opinions and negative assurance letter of Company Counsel and Maryland written opinion of Venable in substantially the foregoing forms and in substance reasonably satisfactory to Agent; provided, however, that in lieu of such opinion or negative assurance letter, Company Counsel required to be furnished or Venable last furnishing such applicable opinion or negative assurance letter to the Agent pursuant to this Section 7(r) on subsequent Representation Dates, Company Counsel and Maryland Counsel may furnish to the Agent with a letter (a “Reliance Letter”) substantially to the effect that the Agent may rely on a such prior opinion or negative assurance letter delivered under this Section 7(r7(m) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion or letter shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplemented).

Legal Opinion. On or prior to the date of this Agreementthe first Placement Notice given hereunder, within three the Company shall cause to be furnished to the Agent and the Forward Purchaser (3i) a written opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (“Company Counsel”) as to corporate and securities matters dated as of the date of such Placement Notice, (ii) a written opinion of Company Counsel as to tax matters dated as of the date of such Placement Notice, (iii) a negative assurance letter from Company Counsel dated as of the date of such Placement Notice, and (iv) a written opinion of ▇▇▇▇▇▇▇ LLP (“Venable”) as to Maryland corporate matters dated as of the date of such Placement Notice, in each case, in the forms attached hereto as Exhibits 7(m), 7(m)(ii), 7(m)(iii) and 7(m)(iv). Within five (5) Trading Days after of each subsequent Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B 7(l) for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(q) was in effect, unless the Agent agrees otherwise, the Company shall cause to be furnished to the Agent (i) a written opinion, a negative assurance letter and a written tax opinion of Hunton & ▇▇▇▇▇▇▇▇ LLP, counsel for the Company and the Operating Partnership (“Company Counsel”), dated Forward Purchaser the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of ▇▇▇▇▇▇▇ LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either case, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of the opinions and negative assurance letter of Company Counsel and Maryland Counsel required to be furnished written opinion of Venable in substantially the foregoing forms and in substance reasonably satisfactory to the Agent pursuant to this Section 7(r) on subsequent Representation Datesand the Forward Purchaser; provided, however, that in lieu of such opinion or negative assurance letter, Company Counsel or Venable last furnishing such applicable opinion or negative assurance letter to the Agent and Maryland Counsel the Forward Purchaser may furnish to the Agent with and the Forward Purchaser a letter (a “Reliance Letter”) substantially to the effect that the Agent and the Forward Purchaser may rely on a such prior opinion or negative assurance letter delivered under this Section 7(r7(m) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion or letter shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplemented).

Legal Opinion. On the date of this Agreement, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(q7(m) was in effect, unless the Agent agrees otherwise, the Company shall cause to be furnished to the Agent (i) a written opinion, a written tax opinion and a negative assurance letter and a written tax opinion of Hunton & ▇▇▇▇▇▇▇▇ LLP, counsel for the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of ▇▇▇▇▇▇▇ LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either case, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of the opinions and negative assurance letter of Company Counsel and Maryland Counsel required to be furnished to the Agent pursuant to this Section 7(r7(n) on subsequent Representation Dates, Company Counsel and Maryland Counsel may furnish the Agent with a letter (a “Reliance Letter”) to the effect that the Agent may rely on a prior opinion or negative assurance letter delivered under this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplemented).

Legal Opinion. On or prior to the date of this Agreementthe first Placement Notice given hereunder, within three the Company shall cause to be furnished to the Agent (3i) a written opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (“Company Counsel”) as to corporate and securities matters dated as of the date of such Placement Notice, (ii) a written opinion of Company Counsel as to tax matters dated as of the date of such Placement Notice, (iii) a negative assurance letter from Company Counsel dated as of the date of such Placement Notice, and (iv) a written opinion of ▇▇▇▇▇▇▇ LLP (“Venable”) as to Maryland corporate matters dated as of the date of such Placement Notice, in each case, in form and substance reasonably satisfactory to the Agent. Within five Trading Days after of each subsequent Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B 7(l) for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(q) was in effect, unless the Agent agrees otherwise, the Company shall cause to be furnished to the Agent (i) a the written opinion, a negative assurance letter and a written tax opinion of Hunton & ▇▇▇▇▇▇▇▇ LLP, counsel for the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of ▇▇▇▇▇▇▇ LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either case, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of the opinions and negative assurance letter of Company Counsel and Maryland written opinion of Venable in substantially the foregoing forms; provided, however, that in lieu of such opinion or negative assurance letter, Company Counsel required to be furnished or Venable last furnishing such applicable opinion or negative assurance letter to the Agent pursuant to this Section 7(r) on subsequent Representation Dates, Company Counsel and Maryland Counsel may furnish to the Agent with a letter (a “Reliance Letter”) substantially to the effect that the Agent may rely on a such prior opinion or negative assurance letter delivered under this Section 7(r7(m) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion or letter shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplemented).

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Agent (i) a written opinion of Dentons US LLP (“Dentons”) as to corporate and securities matters dated as of the date of this Agreementsuch Placement Notice in substantially the form set forth in Schedule 7(m)(1), within (ii) a written opinion of Dentons as to tax matters dated as of the date of such Placement Notice in substantially the form set forth in Schedule 7(m)(2), and (iii) a negative assurance letter from Dentons dated as of the date of such Placement Notice, in substantially the form set forth in Schedule 7(m)(3). Within three (3) Trading Days after of each subsequent Representation Date Date, other than pursuant to Sections 7(l)(iii) and (iv), with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B Schedule 7(l) for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(q) was in effect, unless the Agent agrees otherwisenot more than once per calendar year, the Company shall cause to be furnished to the Agent the written opinion of Dentons referred to in clauses (i) a written opinion, a negative assurance letter and a written tax opinion of Hunton & ▇▇▇▇▇▇▇▇ LLP, counsel for the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of ▇▇▇▇▇▇▇ LLPSection 7(m) in substantially the foregoing form; further, special Maryland counsel for within three Trading Days of each subsequent Representation Date, with respect to which the Company (“Maryland Counsel”), dated the date such opinion is required obligated to be delivered, substantially similar to deliver a certificate in the form attached hereto as Exhibit FSchedule 7(l) for which no waiver is applicable, in either caseand not more than once per calendar quarter, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of the opinions and negative assurance letter of Company Counsel and Maryland Counsel required shall cause to be furnished to the Agent pursuant the negative assurance letter of Dentons referred to this in clause (iii) of Section 7(r7(m) on subsequent Representation Datesin substantially the foregoing form; provided, Company Counsel and Maryland Counsel however, that in lieu of such opinion or negative assurance letter, counsel last furnishing such applicable opinion or negative assurance letter to the Agent may furnish to the Agent with a letter (a “Reliance Letter”) substantially to the effect that the Agent may rely on a such prior opinion or negative assurance letter delivered under this Section 7(r) to the same extent as if it were though dated the date of such Reliance Letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplemented)letter authorizing reliance.

Legal Opinion. (i) On or prior to the First Delivery Date, the Company shall cause to be furnished to HCW a written opinion and negative assurance letter of ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, and an opinion of ▇▇▇▇▇▇ ▇▇▇▇▇, Esq., ▇▇▇▇▇▇ LLP and Potter ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, each special counsel for the Company with respect to patent and proprietary rights, or other counsel reasonably satisfactory to HCW (“Company Counsel”), in form and substance reasonably satisfactory to HCW and its counsel, dated the date that such opinion and negative assurance letter are required to be delivered and (ii) within the later of this Agreement, within three (3A) five (5) Trading Days after of each Representation Date following the First Delivery Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B for which no waiver is applicable, 7(m) and (B) the date of the Placement Notice if such a Placement Notice is first delivered during by the Company following a period for which the waiver described in Section 7(q) was in effect, unless the Agent agrees otherwiseRepresentation Date, the Company shall cause to be furnished to the Agent (i) a written opinion, HCW a negative assurance letter of Company Counsel in form and a written tax opinion of Hunton & ▇▇▇▇▇▇▇▇ LLP, counsel for the Company substance reasonably satisfactory to HCW and the Operating Partnership (“Company Counsel”)its counsel, dated the date of delivery of such opinions and negative assurance letter are required to be delivered, substantially similar to (the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of ▇▇▇▇▇▇▇ LLP, special Maryland counsel for the Company (“Maryland CounselOpinion Date”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either caserespectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In ; provided, however, that in lieu of the opinions and such negative assurance letter of Company Counsel and Maryland Counsel required to be furnished to the Agent pursuant to this Section 7(r) on letters for subsequent Representation Dates, Company Counsel and Maryland Counsel counsel may furnish the Agent HCW with a letter (a “Reliance Letter”) to the effect that the Agent HCW may rely on a prior opinion or negative assurance letter delivered under this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion negative assurance letter shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented at such Representation Date).

Legal Opinion. On Upon commencement of the offering of the Placement Shares under this Agreement (and upon the recommencement of the offering of the Placement Shares under this Agreement following the termination of a Suspension Period), the Company shall cause to be furnished to the Agents (i) a written opinion of ▇▇▇▇▇ Lovells US LLP or other counsel selected by Company and reasonably acceptable to Agents (“Company Counsel”) as to corporate and securities matters substantially in the form attached as Exhibit B-1 hereto, dated as of the date of this Agreementsuch commencement or recommencement, within three as applicable, (3ii) Trading Days after a negative assurance letter substantially in the form attached as Exhibit B-2 hereto, dated as of the date of such commencement or recommencement, as applicable, and (iii) a written opinion of Company Counsel as to tax matters substantially in the form attached as Exhibit B-3 hereto, dated as of the date of such commencement or recommencement, as applicable. On each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B A for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(q) was in effect, unless the Agent agrees otherwise, the Company shall cause to be furnished to the Agent (i) a Agents the written opinion, a negative assurance letter and a written tax opinion of Hunton & ▇▇▇▇▇▇▇▇ LLP, counsel for the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of ▇▇▇▇▇▇▇ LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either case, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of the opinions and negative assurance letter of Company Counsel and Maryland Counsel required to be furnished to in substantially the Agent pursuant to this Section 7(r) on subsequent foregoing forms, dated as of the date of such Representation DatesDate, as applicable; provided, however, that in lieu of such opinions, Company Counsel and Maryland Counsel may furnish to the Agent with a letter Agents letters (a “Reliance LetterLetters”) substantially to the effect that the Agent Agents may rely on a such prior opinion or negative assurance letter opinions delivered under this Section 7(r7(m) to the same extent as if it they were dated the date of such Reliance Letter Letters (except that statements in such prior opinion opinions shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplemented). The obligation of the Company under this Section 7(m) shall be deferred for any Suspension Period and shall recommence upon the termination of such Suspension Period.

Legal Opinion. On or prior to the date the first Placement Notice is delivered by the Company hereunder, the Company shall cause to be furnished to the Sales Agent (i) the written opinion and negative assurance of this AgreementL▇▇▇ & L▇▇▇ LLP, within three as U.S. counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (3“SEC Counsel”) Trading Days and (ii) the written opinion of H▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Riegels Singapore LLP, as Cayman Islands counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Cayman Islands Counsel”), in each case substantially in the forms previously agreed between the Company and the Sales Agent. Thereafter, after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B pursuant to Section 7(m) for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in applicable pursuant to Section 7(q) was in effect, unless the Agent agrees otherwise7(m), the Company shall cause to be furnished to the Sales Agent (i) a the written opinion, a opinion and the negative assurance letter of SEC Counsel and a the written tax opinion of Hunton & ▇▇▇▇▇▇▇▇ LLP, counsel for Cayman Islands Counsel substantially in the forms previously agreed between the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of ▇▇▇▇▇▇▇ LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either caseSales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In Notwithstanding the foregoing, if SEC Counsel has previously furnished to the Sales Agent such written opinions and negative assurance of such counsel, and if Cayman Islands Counsel has previously furnished to the Sales Agent such written opinions of such counsel, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then SEC Counsel and Cayman Islands Counsel may, in respect of any future Representation Date, furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of the such written opinions and negative assurance letter of Company Counsel and Maryland Counsel required to be furnished to the Agent pursuant to this Section 7(r) on subsequent Representation Dates, Company Counsel and Maryland Counsel may furnish the Agent with a letter such counsel (a “Reliance Letter”as applicable) to the effect that the Sales Agent may rely on a the prior opinion or written opinions and negative assurance (as applicable) letter of such counsel (as applicable) delivered under pursuant to this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion written opinions and negative assurance letter shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented as of the date of such Reliance Letter).

Legal Opinion. (1) On or prior to the date of this Agreementthe first Placement Notice and (2) unless waived by the Agent, within three five (35) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B pursuant to Section 7(l) for which no waiver is applicable, applicable and excluding the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(q) was in effect, unless the Agent agrees otherwisethis Agreement, the Company shall cause to be furnished to the Agent (i) and the Alternative Agent a written opinion, a negative assurance letter and a written tax opinion of Hunton & ▇▇(A) G▇▇▇▇▇▇ Procter LLP, as corporate counsel for the Company and the Operating Partnership (“Company Counsel”), dated or other counsel reasonably satisfactory to the date such opinions and negative assurance letter are Agents; provided that the Company shall only be required to be delivered, substantially similar deliver a written opinion from Company Counsel pursuant to this section in connection with a Representation Date with respect to which the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectivelyCompany is obligated to deliver a certificate pursuant to Sections 7(l)(2)(i) through 7(l)(2)(iii), and (iiB) a written opinion of ▇G▇▇▇▇▇▇ Procter LLP, special Maryland as intellectual property counsel for the Company (“Maryland IP Counsel”), dated or other counsel reasonably satisfactory to the date such opinion is Agents; provided that the Company shall only be required to be delivereddeliver a written opinion from IP Counsel pursuant to this section in connection with a Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(l)(2)(i) through Section 7(l)(2)(iii), substantially similar in each case in form and substance satisfactory to the form attached hereto as Exhibit F, in either case, modified, as necessary, to relate to the Registration Statement Agent and the Prospectus as then amended or supplemented. In lieu of the opinions its counsel and a written negative assurance letter of Company Counsel and Maryland Counsel Counsel; provided, however, the Company shall be required to be furnished furnish to the Agent pursuant to this Section 7(r) on subsequent Representation Dates, Agents no more than one opinion and negative assurance letter from Company Counsel and Maryland one opinion from IP Counsel hereunder per calendar quarter and the Company shall not be required to furnish any such letter if the Company does not intend to deliver a Placement Notice in such calendar quarter until such time as the Company delivers its next Placement Notice; provided, further, that in lieu of such opinions for subsequent periodic filings under the Exchange Act, counsel may furnish the Agent and the Alternative Agent with a letter (a “Reliance Letter”) to the effect that the Agent and the Alternative Agent may rely on a prior opinion or negative assurance letter delivered under this Section 7(r7(m) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented as of the date of the Reliance Letter).

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Agents (i) the written opinions and negative assurance of this Agreement▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇, P.C., counsel to the Company, or other counsel reasonably satisfactory to the Agents (“Company Counsel”), and (ii) the written opinions and negative assurance of Sagittarius IP, intellectual property counsel to the Company, or other counsel reasonably satisfactory to the Agents (“Company IP Counsel”), in each case in form and substance reasonably satisfactory to the Agents. Thereafter, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B pursuant to Section 7(m) for which no waiver is applicableapplicable pursuant to Section 7(m), and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(q) was in effect, unless the Agent agrees otherwisenot more than once per calendar quarter, the Company shall cause to be furnished to the Agent (i) a Agents the written opinion, a opinions and negative assurance letter of Company Counsel and a written tax opinion opinions and negative assurance of Hunton & ▇▇▇▇▇▇▇▇ LLP, counsel for Company IP Counsel substantially in the form previously agreed between the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of ▇▇▇▇▇▇▇ LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either caseAgents, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of ; provided, however, that if Company Counsel or Company IP Counsel has previously furnished to the Agents such written opinions and negative assurance letter substantially in the form previously agreed between the Company and the Agents, such counsel may, in respect of Company Counsel and Maryland Counsel required to be furnished to the Agent pursuant to this Section 7(r) on subsequent any future Representation DatesDate, Company Counsel and Maryland Counsel may furnish the Agent Agents with a letter (a “Reliance Letter”) in lieu of such opinions and negative assurance to the effect that the Agent Agents may rely on a the prior opinion or opinions and negative assurance letter of such counsel delivered under pursuant to this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented to the date of such Reliance Letter).

Legal Opinion. (i) On or prior to the First Delivery Date, the Company shall cause to be furnished to Cowen a written opinion of ▇▇▇▇▇▇ LLP, or other counsel satisfactory to ▇▇▇▇▇ (“Company Counsel”), in form and substance reasonably satisfactory to Cowen and its counsel, dated the date of this Agreement, that the opinion is required to be delivered and (ii) on or prior to the First Delivery Date and within three (3) Trading Days after of each Representation Bring-Down Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B 7(m) for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(q) was in effect, unless the Agent agrees otherwise, the Company shall cause to be furnished to the Agent (i) a written opinion, Cowen a negative assurance letter and a written tax opinion of Hunton & ▇▇▇▇▇▇▇▇ LLP, counsel for the Company and the Operating Partnership (“Company Counsel”), in form and substance reasonably satisfactory to Cowen and its counsel, dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to that the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of ▇▇▇▇▇▇▇ LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered; provided, substantially similar to the form attached hereto as Exhibit Fhowever, that in either case, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of the such opinions and negative assurance letter of Company Counsel and Maryland Counsel required to be furnished to the Agent pursuant to this Section 7(r) on for subsequent Representation Bring-Down Dates, Company Counsel and Maryland Counsel counsel may furnish the Agent Cowen with a letter (a “Reliance Letter”) to the effect that the Agent Cowen may rely on a prior opinion or negative assurance letter delivered under this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented at such Bring-Down Date). With respect to any Principal Transaction pursuant to a Terms Agreement, the Company shall cause to be furnished to Cowen on the Principal Settlement Date a written opinion of Company Counsel, or other counsel satisfactory to Cowen, in form and substance satisfactory to Cowen and its counsel, dated the Principal Settlement Date.

Legal Opinion. On or prior to the date of this Agreementthe first Placement Notice given hereunder, within three the Company shall cause to be furnished to the Agent (3i) a written opinion of Kaplan, Voekler, C▇▇▇▇▇▇▇▇▇ & F▇▇▇▇, PLC, (“Company Counsel”) as to corporate and securities matters, including negative assurance, dated as of the date such opinion is delivered, (ii) a written opinion of V▇▇▇▇▇ & E▇▇▇▇▇ LLP (“Company Tax Counsel”) as to tax matters dated as of the date such opinion is delivered, and (iii) a written opinion of V▇▇▇▇▇▇ LLP (“Maryland Company Counsel”) as to Maryland corporate matters dated as of the date such opinion is delivered, in each case, in form and substance reasonably satisfactory to the Agent. Within five Trading Days after of each subsequent Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B 7(l) for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(q) was in effect, unless the Agent agrees otherwise, the Company shall cause to be furnished to the Agent (i) a written opinion, a negative assurance letter and a written tax opinion of Hunton & ▇▇▇▇▇▇▇▇ LLP, counsel for the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of ▇▇▇▇▇▇▇ LLPCompany Counsel, special the written opinion of Company Tax Counsel and written opinion of Maryland counsel for Company Counsel in substantially the Company (“Maryland Counsel”)foregoing forms; provided, dated the date such opinion is required to be deliveredhowever, substantially similar to the form attached hereto as Exhibit F, that in either case, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of the opinions and negative assurance letter of such opinion, Company Counsel and or Maryland Company Counsel required to be furnished last furnishing such applicable opinion to the Agent pursuant to this Section 7(r) on subsequent Representation Dates, Company Counsel and Maryland Counsel may furnish to the Agent with a letter (a “Reliance Letter”) substantially to the effect that the Agent may rely on a such prior opinion or negative assurance letter delivered under this Section 7(r7(m) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion or letter shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplemented).

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent (i) the written opinion and negative assurance of this AgreementBa▇▇▇ & Ho▇▇▇▇▇▇▇ ▇LP, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”), substantially in the forms previously agreed between the Company and the Sales Agent. Thereafter, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B pursuant to Section 7(m) for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in applicable pursuant to Section 7(q) was in effect, unless the Agent agrees otherwise7(m), the Company shall cause to be furnished to the Sales Agent (i) a the written opinion, a opinion and negative assurance letter and a written tax opinion of Hunton & ▇▇▇▇▇▇▇▇ LLP, counsel for Company Counsel substantially in the forms previously agreed between the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of ▇▇▇▇▇▇▇ LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either caseSales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of ; provided, however, that if Company Counsel has previously furnished to the opinions Sales Agent such written opinion and negative assurance letter of such counsel, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each Company Counsel and Maryland Counsel required to be furnished to the Agent pursuant to this Section 7(r) on subsequent may, in respect of any future Representation DatesDate, Company Counsel and Maryland Counsel may furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent may rely on a the prior opinion or and negative assurance letter of such counsel delivered under pursuant to this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented to the date of such Reliance Letter).

Legal Opinion. (i) On or prior to the date of this Agreementthe first Placement Notice given hereunder, and thereafter within three (3) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B 7(m) for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(q) was in effect, unless the Agent agrees otherwise, the Company shall cause to be furnished to the Agent (i) a written opinion, a negative assurance letter and a written tax opinion of Hunton & ▇▇▇▇▇ written opinions and statements of ▇▇▇▇▇▇ LLP, counsel for the Company and the Operating Partnership LLP (“Company Counsel”), dated the date such opinions and negative assurance letter are required or other counsel reasonably satisfactory to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of ▇▇▇▇▇; provided, however, the Company shall not be required to furnish any such letter if the Company does not intend to deliver a Placement Notice in such calendar quarter until such time as the Company delivers its next Placement Notice; provided, further, that the Company’s obligation to have Company Counsel furnish a negative assurance statement is conditioned upon counsel to ▇▇▇▇▇ LLPfurnishing a negative assurance statement dated as of the same such date; provided, special Maryland counsel for the Company (“Maryland Counsel”)further, dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, that in either case, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of such letters for subsequent periodic filings under the opinions and negative assurance letter of Company Counsel and Maryland Counsel required to be furnished to the Agent pursuant to this Section 7(r) on subsequent Representation DatesExchange Act, Company Counsel and Maryland Counsel may furnish the Agent ▇▇▇▇▇ with a letter (a “Reliance Letter”) to the effect that the Agent ▇▇▇▇▇ may rely on a prior opinion or negative assurance letter delivered under this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion letter shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented as of the date of the Reliance Letter). (ii) On or prior to the date of the first Placement Notice given hereunder and at each subsequently occurring Representation Date requiring the delivery of written opinions and statements by Company Counsel, ▇▇▇▇▇ shall cause to be furnished to it written negative assurances of ▇▇▇▇▇▇▇ Procter LLP, or other counsel reasonably satisfactory to ▇▇▇▇▇ (“▇▇▇▇▇ Counsel”) .

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent (i) the written opinion and negative assurance of this AgreementSquire ▇▇▇▇▇▇ ▇▇▇▇▇ LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”), substantially in the forms previously agreed between the Company and the Sales Agent. Thereafter, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B pursuant to Section 7(m) for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in applicable pursuant to Section 7(q) was in effect, unless the Agent agrees otherwise7(m), the Company shall cause to be furnished to the Sales Agent (i) a the written opinion, a opinion and negative assurance letter and a written tax opinion of Hunton & ▇▇▇▇▇▇▇▇ LLP, counsel for Company Counsel substantially in the forms previously agreed between the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of ▇▇▇▇▇▇▇ LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either caseSales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of ; provided, however, that if Company Counsel has previously furnished to the opinions Sales Agent such written opinion and negative assurance letter of such counsel, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each Company Counsel and Maryland Counsel required to be furnished to the Agent pursuant to this Section 7(r) on subsequent may, in respect of any future Representation DatesDate, Company Counsel and Maryland Counsel may furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent may rely on a the prior opinion or and negative assurance letter of such counsel delivered under pursuant to this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented to the date of such Reliance Letter).

Legal Opinion. On or prior to the date of this Agreementthe first Placement Notice given hereunder the Company shall cause to be furnished to the Agents a written opinion and a negative assurance letter of ▇▇▇▇▇▇ LLP (“U.S. Company Counsel”) and a written opinion of ▇▇▇▇▇ (“Cayman Islands Company Counsel”), or other counsel reasonably satisfactory to the Agents, each in form and substance reasonably satisfactory to the Agents. Thereafter, within three five (35) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B 7(l) for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(q) was in effect, unless the Agent agrees otherwise, the Company shall cause to be furnished to the Agent (i) a written opinion, Agents a negative assurance letter of U.S. Company Counsel in form and a written tax opinion substance reasonably satisfactory to the Agents; provided that, in lieu of Hunton & ▇▇▇▇▇▇▇▇ LLP, counsel for the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be deliveredfor subsequent periodic filings under the Exchange Act, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of ▇▇▇▇▇▇▇ LLP, special Maryland counsel for the U.S. Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either case, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of the opinions and negative assurance letter of Company Counsel and Maryland Counsel required to be furnished to the Agent pursuant to this Section 7(r) on subsequent Representation Dates, Company Counsel and Maryland Counsel may furnish the Agent Agents with a letter (a “Reliance Letter”) to the effect that the Agent Agents may rely on a prior opinion or the negative assurance letter previously delivered by such counsel under this Section 7(r7(m) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion letter shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented as of the date of such Reliance Letter)., provided that the Company shall be required to furnish (i) no more than one negative assurance letter of U.S. Company Counsel hereunder per each filing of an annual report on Form 20-F and Form 6-K including interim unaudited financial statements, and (ii) no more than one written opinion of U.S. Company Counsel and Cayman Islands Company Counsel hereunder per each filing of an annual report on Form 20-F.

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent (i) the written opinion and negative assurance of this Agreement▇▇▇▇▇▇▇▇ & Worcester LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“SEC Counsel”) and (ii) the written opinion of ▇▇▇▇▇▇▇▇ & Worcester Tel Aviv (Har-Even & Co.), as Israeli counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Local Counsel”), in each case substantially in the forms previously agreed between the Company and the Sales Agent. Thereafter, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B pursuant to Section 7(m) for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in applicable pursuant to Section 7(q) was in effect, unless the Agent agrees otherwise7(m), the Company shall cause to be furnished to the Sales Agent (i) a the written opinion, a opinion and negative assurance letter of SEC Counsel and a the written tax opinion of Hunton & ▇▇▇▇▇▇▇▇ LLP, counsel for Local Counsel substantially in the forms previously agreed between the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of ▇▇▇▇▇▇▇ LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either caseSales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of ; provided, however, that if SEC Counsel has previously furnished to the Sales Agent such written opinions and negative assurance letter of Company such counsel, and if Local Counsel and Maryland Counsel required to be has previously furnished to the Sales Agent pursuant to this Section 7(r) on subsequent Representation Datessuch written opinions of such counsel, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then SEC Counsel and Maryland Local Counsel may may, in respect of any future Representation Date, furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel (as applicable) to the effect that the Sales Agent may rely on a the prior opinion or and negative assurance letter of such counsel (as applicable) delivered under pursuant to this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion and negative assurance (as applicable) shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented to the date of such Reliance Letter).

Legal Opinion. On or prior to the date the first Placement Notice is delivered by the Company hereunder, the Company shall cause to be furnished to the Sales Agent (i) the written opinion and negative assurance of this AgreementN▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ & S▇▇▇▇▇▇▇▇▇▇ LLP, within three as U.S. counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (3“SEC Counsel”) Trading Days and (ii) the written opinion of C▇▇▇▇▇▇ D▇▇▇ & P▇▇▇▇▇▇, as Cayman Islands counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Cayman Islands Counsel”), in each case substantially in the forms previously agreed between the Company and the Sales Agent. Thereafter, after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B pursuant to Section 7(m) for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in applicable pursuant to Section 7(q) was in effect, unless the Agent agrees otherwise7(m), the Company shall cause to be furnished to the Sales Agent (i) a the written opinion, a opinion and the negative assurance letter of SEC Counsel and a the written tax opinion of Hunton & ▇▇▇▇▇▇▇▇ LLP, counsel for Cayman Islands Counsel substantially in the forms previously agreed between the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of ▇▇▇▇▇▇▇ LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either caseSales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In Notwithstanding the foregoing, if SEC Counsel has previously furnished to the Sales Agent such written opinions and negative assurance of such counsel, and if Cayman Islands Counsel has previously furnished to the Sales Agent such written opinions of such counsel, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then SEC Counsel and Cayman Islands Counsel may, in respect of any future Representation Date, furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of the such written opinions and negative assurance letter of Company Counsel and Maryland Counsel required to be furnished to the Agent pursuant to this Section 7(r) on subsequent Representation Dates, Company Counsel and Maryland Counsel may furnish the Agent with a letter such counsel (a “Reliance Letter”as applicable) to the effect that the Sales Agent may rely on a the prior opinion or written opinions and negative assurance (as applicable) letter of such counsel (as applicable) delivered under pursuant to this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion written opinions and negative assurance letter shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented as of the date of such Reliance Letter).

Legal Opinion. (i) On or prior to the First Delivery Date, the Company shall cause to be furnished to WestPark a written opinion and negative assurance letter of K▇▇▇▇ Legal, P.C., or other counsel reasonably satisfactory to WestPark (“Company Counsel”), in form and substance reasonably satisfactory to WestPark and its counsel, dated the date that such opinion and negative assurance letter are required to be delivered and (ii) within the later of this Agreement, within three (3A) five (5) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B for which no waiver is applicable7(m), and (B) the date of the Placement Notice if such a Placement Notice is first delivered during by the Company following a period for which the waiver described in Section 7(q) was in effect, unless the Agent agrees otherwiseRepresentation Date, the Company shall cause to be furnished to the Agent (i) a written opinion, WestPark a negative assurance letter and a written tax opinion of Hunton & ▇▇▇▇▇▇▇▇ LLP, counsel for the Company and the Operating Partnership (“Company Counsel”), in form and substance reasonably satisfactory to WestPark and its counsel, dated the date such opinions and that the negative assurance letter are is required to be delivereddelivered (the “Opinion Date”), substantially similar to the forms attached hereto as Exhibit C, Exhibit D 7(n)(i) (solely with respect to the opinion and negative assurance letter to be delivered on or prior to the First Delivery Date) and Exhibit E7(n)(ii) (for negative assurance letters to be delivered in connection with all subsequent Representation Dates), respectively, and (ii) a written opinion of ▇▇▇▇▇▇▇ LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either case, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In ; provided, however, that in lieu of the opinions and such negative assurance letter of Company Counsel and Maryland Counsel required to be furnished to the Agent pursuant to this Section 7(r) on letters for subsequent Representation Dates, Company Counsel and Maryland Counsel counsel may furnish the Agent WestPark with a letter (a “Reliance Letter”) to the effect that the Agent WestPark may rely on a prior opinion or negative assurance letter delivered under this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion negative assurance letter shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented at such Representation Date).

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, (i) the Company shall cause to be furnished to the Sales Agent the written opinion and negative assurance of this AgreementK&L Gates LLP, as U.S. counsel to the Company (“Company U.S. Counsel”), in form and substance reasonably satisfactory to the Sales Agent and (ii) the Sales Agent shall cause S▇▇▇▇▇▇▇▇, ▇▇▇▇ & Co., as Hong Kong counsel to the Sales Agent (“Sales Agent HK Counsel”), to furnish to the Sales Agent (with a copy to the Company) the written opinion and negative assurance of Sales Agent HK Counsel, in the form and substance reasonably satisfactory to the Sales Agent. Thereafter, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B pursuant to Section 7(m) for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in applicable pursuant to Section 7(q) was in effect, unless the Agent agrees otherwise7(m), the Company shall cause to be furnished to the Sales Agent the written opinion and negative assurance of Company U.S. Counsel and the Sales Agent shall cause Sales Agent HK Counsel to furnish to the Sales Agent (iwith a copy to the Company) a the written opinion, a opinion and negative assurance letter and a written tax opinion of Hunton & ▇▇▇▇▇▇▇▇ LLPSales Agent HK Counsel, counsel for substantially in the forms previously agreed between the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of ▇▇▇▇▇▇▇ LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either caseSales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of ; provided, however, that if Company U.S. Counsel and Sales Agent HK Counsel have previously furnished to the opinions Sales Agent such written opinion and negative assurance letter of such counsel, in each case substantially in the forms previously agreed between the Company Counsel and Maryland Counsel required to be furnished to the Agent pursuant to this Section 7(r) on subsequent Sales Agent, then each counsel may, in respect of any future Representation DatesDate, Company Counsel and Maryland Counsel may furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent may rely on a the prior opinion or and negative assurance letter of such counsel delivered under pursuant to this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented to the date of such Reliance Letter).; provided, however, that Company U.S. Counsel and Sales Agent HK Counsel may not issue a Reliance Letter in connection with a Representation Date with respect to the Company’s filing of its annual report on Form 10-K.

Legal Opinion. On the date of this Agreement, Agreement and within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(q7(o) was in effect, unless the Agent agrees otherwise, the Company shall cause to be furnished to the Agent (i) a written opinion, opinion and a negative assurance letter and a written tax opinion of Hunton ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ , LLP, counsel for the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D C and Exhibit ED, respectively, and (ii) a written opinion of ▇▇▇▇▇▇▇ LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either case, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that, for the avoidance of doubt, the Company shall not be required to furnish any such letter at any time where no Placement Notice is pending until such time as the Company delivers its next Placement Notice. In lieu of the opinions opinion and negative assurance letter of Company Counsel and Maryland Counsel required to be furnished to the Agent pursuant to this Section 7(r7(p) on subsequent Representation Dates, Company Counsel and Maryland Counsel may furnish the Agent with a letter (a “Reliance Letter”) to the effect that the Agent may rely on a prior opinion or negative assurance letter delivered under this Section 7(r7(p) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplemented).

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent (i) the written opinion and negative assurance of this AgreementTroyGould PC, as United States legal counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“SEC Counsel”) and (ii) the written opinion of C▇▇▇▇▇▇ D▇▇▇ & P▇▇▇▇▇▇, as Cayman Islands legal counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Local Counsel”), in each case substantially in the forms previously agreed between the Company and the Sales Agent. Thereafter, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B pursuant to Section 7(m) for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in applicable pursuant to Section 7(q) was in effect, unless the Agent agrees otherwise7(m), the Company shall cause to be furnished to the Sales Agent (i) a the written opinion, a opinion and negative assurance letter of SEC Counsel and a the written tax opinion of Hunton & ▇▇▇▇▇▇▇▇ LLP, counsel for Local Counsel substantially in the forms previously agreed between the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of ▇▇▇▇▇▇▇ LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either caseSales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of ; provided, however, that if SEC Counsel has previously furnished to the Sales Agent such written opinions and negative assurance letter of Company such counsel, and if Local Counsel and Maryland Counsel required to be has previously furnished to the Sales Agent pursuant to this Section 7(r) on subsequent Representation Datessuch written opinions of such counsel, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then SEC Counsel and Maryland Local Counsel may may, in respect of any future Representation Date, furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel (as applicable) to the effect that the Sales Agent may rely on a the prior opinion or and negative assurance letter of such counsel (as applicable) delivered under pursuant to this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion and negative assurance (as applicable) shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented to the date of such Reliance Letter).

Legal Opinion. On or prior to the date of this Agreement, First Delivery Date and within three (3) Trading Days after of each Representation Bring-Down Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B 7(m) for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(q) was in effect, unless the Agent agrees otherwise, the Company shall cause to be furnished to the Agent (i) Cowen a written opinion, a negative assurance letter and a written tax opinion of Hunton Fenwick & ▇▇▇▇▇▇▇▇ LLP, counsel for the Company and the Operating Partnership West LLP (“Company Counsel”), dated the date such opinions or other counsel satisfactory to Cowen, in form and negative assurance letter are required substance reasonably satisfactory to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D Cowen and Exhibit E, respectively, and (ii) a written opinion of ▇▇▇▇▇▇▇ LLP, special Maryland counsel for the Company (“Maryland Counsel”)its counsel, dated the date such that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F7(n)(i) and Exhibit 7(n)(ii), in either caserespectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In ; provided, however, that in lieu of the opinions and any such opinion to be delivered under this Section 7(n) for subsequent Bring-Down Dates, other than a Bring-Down Date triggered under Section 7(m)(ii), counsel may furnish Cowen with a negative assurance letter of Company Counsel in form and Maryland Counsel required substance reasonably satisfactory to be furnished to the Agent pursuant to this Section 7(r) on Cowen (a “Negative Assurance Letter”); provided, further, that in lieu of such opinions for subsequent Representation Bring-Down Dates, Company Counsel and Maryland Counsel may furnish the Agent Cowen with a letter (a “Reliance Letter”) to the effect that the Agent Cowen may rely on a prior opinion or negative assurance letter delivered under this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented at such Bring-Down Date). Notwithstanding the foregoing, the Company shall not be required to furnish any opinions, letters or statements if the Company does not intend to deliver a Placement Notice in such calendar quarter until such time as the Company delivers its next Placement Notice.

Legal Opinion. On or prior to the date that the first Shares are sold pursuant to the terms of this Agreement, Agreement and within three (3) Trading Days after of each Representation Date with respect to which the Company is Company, the Operating Partnership and the Manager are obligated to deliver a certificate certificates in the form forms attached hereto as Exhibit B Exhibits 9(m)(i), 9(m)(ii) and 9(m)(iii) for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(q) was in effect, unless the Agent agrees otherwise, the Company shall cause to be furnished to the Agent (i) a the written opinion, a negative assurance letter and a written tax opinion opinions of Hunton & ▇▇▇▇▇▇▇▇ LLP, counsel for the Company and the Operating Partnership Sidley Austin LLP (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a the written opinion of ▇▇▇▇▇▇▇ LLP, special Maryland counsel for the Company LLP (“Maryland Counsel”) and (iii) the written opinion of the Chief Administrative and Legal Officer or the General Counsel, Corporate and Securities of the Company (“Internal Counsel”), or other counsel reasonably satisfactory to the Agent, in form and substance satisfactory to the Agent and its counsel, dated the date such opinion is that the opinions are required to be delivered, substantially similar to the form attached hereto as Exhibit F9(n)(i), in either caseExhibit 9(n)(ii), Exhibit 9(n)(iii) and Exhibit 9(n)(iv), each such opinion modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In ; provided, however, that in lieu of the such opinions and negative assurance letter of Company Counsel and Maryland Counsel required to be furnished to the Agent pursuant to this Section 7(r) on for subsequent Representation Dates, each of Company Counsel, Maryland Counsel and Maryland Internal Counsel may furnish the Agent with a letter (a “Reliance Letter”) to the effect that the Agent may rely on a prior opinion or negative assurance letter delivered under this Section 7(r9(n) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented at such Representation Date). In giving any such opinion, Sidley Austin LLP may rely as to matters involving the laws of the State of Maryland upon the opinion of ▇▇▇▇▇▇▇ LLP or other Maryland counsel reasonably satisfactory to the Agent.

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent (i) the written opinion and negative assurance of this Agreement▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇▇, P.C., as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“SEC Counsel”) and (ii) the written opinion of ▇▇▇▇▇▇▇▇ LLP, as English counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Local Counsel”), in each case substantially in the forms previously agreed between the Company and the Sales Agent. Thereafter, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B pursuant to Section 7(m) for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in applicable pursuant to Section 7(q) was in effect, unless the Agent agrees otherwise7(m), the Company shall cause to be furnished to the Sales Agent (i) a the written opinion, a opinion and negative assurance letter of SEC Counsel and a the written tax opinion of Hunton & ▇▇▇▇▇▇▇▇ LLP, counsel for Local Counsel substantially in the forms previously agreed between the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of ▇▇▇▇▇▇▇ LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either caseSales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of ; provided, however, that if SEC Counsel has previously furnished to the Sales Agent such written opinions and negative assurance letter of Company such counsel, and if Local Counsel and Maryland Counsel required to be has previously furnished to the Sales Agent pursuant to this Section 7(r) on subsequent Representation Datessuch written opinions of such counsel, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then SEC Counsel and Maryland Local Counsel may may, in respect of any future Representation Date, furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel (as applicable) to the effect that the Sales Agent may rely on a the prior opinion or and negative assurance letter of such counsel (as applicable) delivered under pursuant to this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion and negative assurance (as applicable) shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented to the date of such Reliance Letter).

Legal Opinion. (i) On or prior to the First Delivery Date, the Company shall cause to be furnished to Cowen a written opinion letter of Fenwick & West LLP, or other counsel reasonably satisfactory to ▇▇▇▇▇ (“Company Counsel”), in form and substance reasonably satisfactory to ▇▇▇▇▇ and its counsel, dated the date that such opinion letter is required to be delivered and (ii) within the later of this Agreement, within (A) three (3) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B 7(m) for which no waiver is applicable, and (B) the date of the Placement Notice if such a Placement Notice is first delivered during by the Company following a period for which the waiver described in Section 7(q) was in effect, unless the Agent agrees otherwiseRepresentation Date, the Company shall cause to be furnished to the Agent (i) a written opinion, a negative assurance Cowen an opinion letter and a written tax opinion of Hunton & ▇▇▇▇▇▇▇▇ LLP, counsel for the Company and the Operating Partnership (“Company Counsel”), in form and substance satisfactory to Cowen and its counsel, dated the date such opinions and negative assurance that the opinion letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of ▇▇▇▇▇▇▇ LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either case7(n), modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In ; provided, however, that (1) in lieu of the opinions and negative assurance such opinion letter of Company Counsel and Maryland Counsel required to be furnished to the Agent pursuant to this Section 7(r) on for subsequent Representation Dates, Company Counsel and Maryland Counsel counsel may furnish the Agent with Cowen a letter (a “Reliance Letter”) to the effect that the Agent Cowen may rely on a prior opinion or the negative assurance paragraph included in the opinion letter delivered under this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion negative assurance paragraph shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented at such Representation Date) and (2) the Company shall not be required to furnish to Cowen any such Reliance Letter if ▇▇▇▇▇▇▇ Procter LLP, or other outside counsel for Cowen (“Cowen Counsel”), does not also concurrently deliver a negative assurance letter to Cowen dated as of such date, which negative assurance letter of Cowen Counsel shall cover statements substantially similar to those covered by such negative assurance paragraph contained in the opinion letter of Company Counsel.

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to Chardan the written opinions and negative assurance of this Agreementeach of Zouvas & Associates LLP and The Law Offices of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (collectively, “Company Counsel”), or other counsel reasonably satisfactory to Chardan, substantially in the forms previously agreed between the Company and Chardan. Thereafter, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B pursuant to Section 7(m) for which no waiver is applicableapplicable pursuant to Section 7(m), and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(q) was in effect, unless the Agent agrees otherwisenot more than once per calendar quarter, the Company shall cause to be furnished to Chardan the Agent (i) a written opinion, a negative assurance letter and a written tax opinion of Hunton & ▇▇▇▇▇▇▇▇ LLP, counsel for the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, of Company Counsel substantially similar to in the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of ▇▇▇▇▇▇▇ LLP, special Maryland counsel for form previously agreed between the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either caseand Chardan, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of the ; provided, however, that if Company Counsel has previously furnished to Chardan such written opinions and negative assurance letter of substantially in the form previously agreed between the Company Counsel and Maryland Counsel required to be furnished to the Agent pursuant to this Section 7(r) on subsequent Representation DatesChardan, Company Counsel and Maryland Counsel may may, in respect of any future Representation Date, furnish the Agent Chardan with a letter (a “Reliance Letter”) in lieu of such opinions and negative assurance to the effect that the Agent Chardan may rely on a the prior opinion or opinions and negative assurance letter of Company Counsel delivered under pursuant to this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented to the date of such Reliance Letter).

Legal Opinion. (i) On or prior to the First Delivery Date, the Company shall cause to be furnished to HCW a written opinion and negative assurance letter of ▇▇▇▇▇▇ LLP, or other counsel reasonably satisfactory to HCW (“Company Counsel”), in form and substance reasonably satisfactory to HCW and its counsel, dated the date that such opinion and negative assurance letter are required to be delivered and (ii) within the later of this Agreement, within three (3A) five (5) Trading Days after of each Representation Date following the First Delivery Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B for which no waiver is applicable, 7(m) and (B) the date of the Placement Notice if such a Placement Notice is first delivered during by the Company following a period for which the waiver described in Section 7(q) was in effect, unless the Agent agrees otherwiseRepresentation Date, the Company shall cause to be furnished to the Agent (i) a written opinion, HCW a negative assurance letter of Company Counsel in form and a written tax opinion of Hunton & ▇▇▇▇▇▇▇▇ LLP, counsel for the Company substance reasonably satisfactory to HCW and the Operating Partnership (“Company Counsel”)its counsel, dated the date of delivery of such opinions and negative assurance letter are required to be delivered, substantially similar to (the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of ▇▇▇▇▇▇▇ LLP, special Maryland counsel for the Company (“Maryland CounselOpinion Date”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either caserespectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of ; provided, however, that the opinions Company shall not be required to furnish any such opinion or negative assurance letter if ▇▇▇▇▇ ▇▇▇▇▇▇ LLP, or other counsel for HCW, does not also deliver a written opinion and negative assurance letter to HCW dated as of such date; provided, further, that with respect to a Representation Date on which the Company Counsel and Maryland Counsel required files its annual report on Form 10-K under the Exchange Act, if the Company does not intend to deliver a Placement Notice in such calendar year, the requirement to furnish such opinion or negative assurance letter shall be furnished to the Agent pursuant to this Section 7(r) on waived until such time as a Placement Notice is provided; provided, further, that in lieu of such negative assurance letters for subsequent Representation Dates, Company Counsel and Maryland Counsel counsel may furnish the Agent HCW with a letter (a “Reliance Letter”) to the effect that the Agent HCW may rely on a prior opinion or negative assurance letter delivered under this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion negative assurance letter shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented at such Representation Date).

Legal Opinion. On or prior to the date that the first Shares are sold pursuant to the terms of this Agreement, Agreement and within three (3) Trading Days after of each Representation Date with respect to which the Company is Company, the Operating Partnership and the Manager are obligated to deliver a certificate certificates in the form forms attached hereto as Exhibit B Exhibits 9(m)(i), 9(m)(ii) and 9(m)(iii) for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(q) was in effect, unless the Agent agrees otherwise, the Company shall cause to be furnished to the Agent (i) a the written opinion, a negative assurance letter and a written tax opinion opinions of Hunton & ▇▇▇▇▇▇▇▇ LLP, counsel for the Company and the Operating Partnership Sidley Austin LLP (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a the written opinion of ▇▇▇▇▇▇▇ LLP, special Maryland counsel for the Company LLP (“Maryland Counsel”) and (iii) the written opinion of the Senior Managing Director and Chief Legal Officer and Secretary of the Company (“Internal Counsel”), or other counsel reasonably satisfactory to the Agent, in form and substance satisfactory to the Agent and its counsel, dated the date such opinion is that the opinions are required to be delivered, substantially similar to the form attached hereto as Exhibit F9(n)(i), in either caseExhibit 9(n)(ii), Exhibit 9(n)(iii) and Exhibit 9(n)(iv), each such opinion modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In ; provided, however, that in lieu of the such opinions and negative assurance letter of Company Counsel and Maryland Counsel required to be furnished to the Agent pursuant to this Section 7(r) on for subsequent Representation Dates, each of Company Counsel, Maryland Counsel and Maryland Internal Counsel may furnish the Agent with a letter (a “Reliance Letter”) to the effect that the Agent may rely on a prior opinion or negative assurance letter delivered under this Section 7(r9(n) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented at such Representation Date). In giving any such opinion, Sidley Austin LLP may rely as to matters involving the laws of the State of Maryland upon the opinion of ▇▇▇▇▇▇▇ LLP or other Maryland counsel reasonably satisfactory to the Agent.

Legal Opinion. (i) On or prior to the First Delivery Date, the Company shall cause to be furnished to WestPark a written opinion and negative assurance letter of Kesse PLLC, or other counsel reasonably satisfactory to WestPark (“Company Counsel”), in form and substance reasonably satisfactory to WestPark, dated the date that such opinion is required to be delivered and (ii) within the later of this Agreement, within three (3A) five (5) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B for which no waiver is applicable7(m), and (B) the date of the Placement Notice if such a Placement Notice is first delivered during by the Company following a period for which the waiver described in Section 7(q) was in effect, unless the Agent agrees otherwiseRepresentation Date, the Company shall cause to be furnished to the Agent (i) a written opinion, WestPark a negative assurance letter and a written tax opinion of Hunton & ▇▇▇▇▇▇▇▇ LLP, counsel for the Company and the Operating Partnership (“Company Counsel”), in form and substance reasonably satisfactory to WestPark and its counsel, dated the date such opinions and that the negative assurance letter are is required to be delivereddelivered (the “Opinion Date”), substantially similar to the forms attached hereto as Exhibit C, Exhibit D 7(n)(i) (solely with respect to the opinion and negative assurance letter to be delivered on or prior to the First Delivery Date) and Exhibit E7(n)(ii) (for negative assurance letters to be delivered in connection with all subsequent Representation Dates), respectively, and (ii) a written opinion of ▇▇▇▇▇▇▇ LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either case, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In ; provided, however, that in lieu of the opinions and such negative assurance letter of Company Counsel and Maryland Counsel required to be furnished to the Agent pursuant to this Section 7(r) on letters for subsequent Representation Dates, Company Counsel and Maryland Counsel counsel may furnish the Agent WestPark with a letter (a “Reliance Letter”) to the effect that the Agent WestPark may rely on a prior opinion or negative assurance letter delivered under this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion negative assurance letter shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented at such Representation Date).

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent (i) the written opinion and negative assurance letter of this AgreementM▇▇▇▇▇▇▇ & F▇▇▇▇▇▇▇ LLP, within three as U.S. counsel to the Company (3“U.S. Company Counsel”) Trading Days after as to certain matters of U.S. law, and (ii) the written opinion of M▇▇▇▇▇ and C▇▇▇▇▇ (Hong Kong) LLP, as Cayman Islands counsel to the Company (“Cayman Company Counsel”), as to certain matters of Cayman Islands law, or other counsel reasonably satisfactory to the Sales Agent (U.S. Company Counsel and Cayman Company Counsel, together, “Company Counsel”), substantially in the forms previously agreed between the Company and the Sales Agent. Thereafter, on each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B pursuant to Section 7(m) for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in applicable pursuant to Section 7(q) was in effect, unless the Agent agrees otherwise7(m), the Company shall cause to be furnished to the Sales Agent (i) a the written opinion, a opinion and negative assurance letter and a written tax opinion letter, as applicable, of Hunton & ▇▇▇▇▇▇▇▇ LLPCompany Counsel, counsel for substantially in the form previously agreed between the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of ▇▇▇▇▇▇▇ LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either caseSales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of ; provided, however, that if Company Counsel has previously furnished to the opinions Sales Agent such written opinion and negative assurance letter of such counsel, in each case substantially in the forms previously agreed between the Company Counsel and Maryland Counsel required to be furnished to the Agent pursuant to this Section 7(r) on subsequent Sales Agent, then such counsel may, in respect of any future Representation DatesDate, Company Counsel and Maryland Counsel may furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such written opinion and negative assurance letter of such counsel, as applicable, to the effect that the Sales Agent may rely on a the prior written opinion or and negative assurance letter of such counsel, as applicable, delivered under pursuant to this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior written opinion and negative assurance letter shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented to the date of such Reliance Letter).

Legal Opinion. On the date of this Agreement, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(q7(l) was in effect, unless the Agent agrees otherwise, the Company shall cause to be furnished to the Agent (i) a written opinion, a written tax opinion and a negative assurance letter and a written tax opinion of Hunton & ▇▇▇▇▇▇▇▇ LLP, counsel for the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of ▇▇▇▇▇▇▇ LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either case, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of the opinions and negative assurance letter of Company Counsel and Maryland Counsel required to be furnished to the Agent pursuant to this Section 7(r7(m) on subsequent Representation Dates, Company Counsel and Maryland Counsel may furnish the Agent with a letter (a “Reliance Letter”) to the effect that the Agent may rely on a prior opinion or negative assurance letter delivered under this Section 7(r7(m) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplemented).

Legal Opinion. (1) On or prior to the date of this Agreementthe first Placement Notice and (2) unless waived by the Agent, within three five (35) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B pursuant to Section 7(l) hereof for which no waiver is applicable, applicable and excluding the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(q) was in effect, unless the Agent agrees otherwisethis Agreement, the Company shall cause to be furnished to the Agent (ia) a written opinion, a opinion (which shall include negative assurance letter and a written tax opinion language) of Hunton ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Company and the Operating Partnership L.L.P. (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar or other counsel satisfactory to the forms attached hereto as Exhibit CAgent, Exhibit D in form and Exhibit E, respectively, substance satisfactory to the Agent and (ii) a written opinion of ▇▇▇▇▇▇▇ LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be deliveredits counsel, substantially similar to the form attached hereto as Exhibit F, in either casepreviously provided to the Agent and its counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu , (b) a written opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P. (“Regulatory Counsel”), or other regulatory counsel satisfactory to the opinions Agent, in form and negative assurance letter of Company Counsel and Maryland Counsel required to be furnished substance satisfactory to the Agent pursuant and its counsel, substantially similar to this Section 7(rthe form previously provided to the Agent and its counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented, and (c) on a written opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P. (“Patent Counsel”), or other patent counsel satisfactory to the Agent, in form and substance satisfactory to the Agent and its counsel, substantially similar to the form previously provided to the Agent and its counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, the Company shall be required to furnish to the Agent no more than one of each of the foregoing opinions hereunder per calendar quarter and the Company shall not be required to furnish any such opinions if the Company does not intend to deliver a Placement Notice in such calendar quarter until such time as the Company delivers its next Placement Notice; provided, further, that in lieu of such opinions for subsequent Representation Datesperiodic filings under the Exchange Act, Company Counsel and Maryland Counsel counsel may furnish the Agent with a letter (a “Reliance Letter”) to the effect that the Agent may rely on a prior opinion or negative assurance letter delivered under this Section 7(r7(m) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented as of the date of the Reliance Letter).

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent (i) the written opinion and negative assurance letter of this Agreement▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, as U.S. legal counsel to the Company (“U.S. Counsel”), (ii) the written opinion of ▇▇▇▇▇▇ and ▇▇▇▇▇▇, as British Virgin Islands legal counsel to the Company (“British Virgin Islands Counsel”), and (iii) the written opinion of Hylands Law Firm, as P.R.C. counsel to the Company (“PRC Counsel,” together with U.S. Counsel and British Virgin Islands Counsel, “Company Counsels”), substantially in the forms previously agreed between the Company and the Sales Agent. Thereafter, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B pursuant to Section 7(m) for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in applicable pursuant to Section 7(q) was in effect, unless the Agent agrees otherwise7(m), the Company shall cause to be furnished to the Sales Agent (i) a the written opinion, a opinions and negative assurance letter and a written tax opinion letter, as applicable, of Hunton & ▇▇▇▇▇▇▇▇ LLPCompany Counsels, counsel for substantially in the forms previously agreed between the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of ▇▇▇▇▇▇▇ LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either caseSales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of ; provided, however, that if Company Counsels or Sales Agent’s counsel has previously furnished to the opinions Sales Agent such written opinion and negative assurance letter of such counsel, in each case substantially in the forms previously agreed between the Company Counsel and Maryland Counsel required to be furnished to the Agent pursuant to this Section 7(r) on subsequent Sales Agent, then such counsel may, in respect of any future Representation DatesDate, Company Counsel and Maryland Counsel may furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such written opinion and negative assurance letter of such counsel, as applicable, to the effect that the Sales Agent may rely on a the prior written opinion or and negative assurance letter of such counsel, as applicable, delivered under pursuant to this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior written opinion and negative assurance letter shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented to the date of such Reliance Letter).

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent (i) the written opinion and negative assurance of this AgreementP▇▇▇▇▇ ▇▇▇▇▇▇ LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“SEC Counsel”), (ii) the negative assurance of J▇▇▇ ▇▇▇▇▇▇▇▇, as general counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company General Counsel”), in each case substantially in the forms previously agreed between the Company and the Sales Agent. Thereafter, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B pursuant to Section 7(m) for which no waiver is applicableapplicable pursuant to Section 7(m), and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(q) was in effect, unless the Agent agrees otherwisenot more than once per calendar quarter, the Company shall cause to be furnished to the Sales Agent (i) a the written opinion, a opinions and negative assurance letter of Company Counsel and a written tax opinion negative assurance of Hunton & ▇▇▇▇▇▇▇▇ LLP, counsel for Company General Counsel substantially in the forms previously agreed between the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of ▇▇▇▇▇▇▇ LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either caseSales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of ; provided, however, that if Company Counsel has previously furnished to the Sales Agent such written opinions and negative assurance letter of such counsel, and if Company General Counsel has previously furnished to the Sales Agent such negative assurance of such counsel, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then Company Counsel and Maryland Company General Counsel required to be furnished to the Agent pursuant to this Section 7(r) on subsequent may, in respect of any future Representation DatesDate, Company Counsel and Maryland Counsel may furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinions and negative assurance of such counsel (as applicable) to the effect that the Sales Agent may rely on a the prior opinion or opinions and negative assurance letter of such counsel (as applicable) delivered under pursuant to this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion opinions and negative assurance (as applicable) shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented to the date of such Reliance Letter).

Legal Opinion. (i) On or prior to the First Delivery Date, the Company shall cause to be furnished to HCW a written opinion and negative assurance letter of ▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, or other counsel reasonably satisfactory to HCW (“Company Counsel”), in form and substance reasonably satisfactory to HCW and its counsel, dated the date that such opinion and negative assurance letter are required to be delivered and (ii) within the later of this Agreement, within three (3A) five (5) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B for which no waiver is applicable7(m), and (B) the date of the Placement Notice if such a Placement Notice is first delivered during by the Company following a period for which the waiver described in Section 7(q) was in effect, unless the Agent agrees otherwiseRepresentation Date, the Company shall cause to be furnished to the Agent (i) a written opinion, HCW a negative assurance letter and a written tax opinion of Hunton & ▇▇▇▇▇▇▇▇ LLP, counsel for the Company and the Operating Partnership (“Company Counsel”), in form and substance reasonably satisfactory to HCW and its counsel, dated the date such opinions and that the negative assurance letter are is required to be delivereddelivered (the “Opinion Date”), substantially similar to the forms attached hereto as Exhibit C, Exhibit D 7(n)(i) (solely with respect to the opinion and negative assurance letter to be delivered on or prior to the First Delivery Date) and Exhibit E7(n)(ii) (for negative assurance letters to be delivered in connection with all subsequent Representation Dates), respectively, and (ii) a written opinion of ▇▇▇▇▇▇▇ LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either case, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In ; provided, however, that in lieu of the opinions and such negative assurance letter of Company Counsel and Maryland Counsel required to be furnished to the Agent pursuant to this Section 7(r) on letters for subsequent Representation Dates, Company Counsel and Maryland Counsel counsel may furnish the Agent HCW with a letter (a “Reliance Letter”) to the effect that the Agent HCW may rely on a prior opinion or negative assurance letter delivered under this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion negative assurance letter shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented at such Representation Date).

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent the written opinion and negative assurance of this Agreement▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”), in each case substantially in the form previously agreed between the Company Counsel and the Sales Agent. Thereafter, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B pursuant to Section 7(m) for which no waiver is applicableapplicable pursuant to Section 7(m), other than a Representation Date under Section(m)(iv), and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(q) was in effect, unless the Agent agrees otherwisenot more than once per calendar quarter, the Company shall cause to be furnished to the Sales Agent (i) a the written opinion, a negative assurance letter and a written tax opinion of Hunton & ▇▇▇▇▇▇▇▇ LLP, counsel for the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of ▇▇▇▇▇▇▇ LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be deliveredas applicable, in each case substantially similar to in the form attached hereto as Exhibit F, in either casepreviously agreed between the Company Counsel and the Sales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of ; provided, however, that if the opinions Company Counsel has previously furnished to the Sales Agent such written opinion and negative assurance letter of Company Counsel Counsel, as applicable, in each case substantially in the form previously agreed between the Company and Maryland Counsel required to be furnished to the Agent pursuant to this Section 7(r) on subsequent Sales Agent, then the Company Counsel, may, in respect of any future Representation DatesDate, Company Counsel and Maryland Counsel may furnish the Sales Agent with a letter signed by Company Counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of Company Counsel to the effect that the Sales Agent may rely on a the prior opinion or and negative assurance letter of such counsel delivered under pursuant to this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented to the date of such Reliance Letter).

Legal Opinion. On or prior to the date the first Placement Notice is delivered by the Company hereunder, the Company shall cause to be furnished to the Sales Agent (i) the written opinion and negative assurance of this Agreementthe Law Offices of ▇▇▇▇▇ ▇▇▇▇-▇▇▇▇▇, as U.S. counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“SEC Counsel”) and (ii) the written opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇, as Cayman Islands counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Cayman Counsel”), in each case substantially in the forms previously agreed between the Company and the Sales Agent. Thereafter, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B pursuant to Section 7(m) for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in applicable pursuant to Section 7(q) was in effect, unless the Agent agrees otherwise7(m), the Company shall cause to be furnished to the Sales Agent (i) a the written opinion, a opinion and the negative assurance letter of SEC Counsel and a the written tax opinion of Hunton & ▇▇▇▇▇▇▇▇ LLP, counsel for Cayman Counsel substantially in the forms previously agreed between the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of ▇▇▇▇▇▇▇ LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either caseSales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In Notwithstanding the foregoing, if SEC Counsel has previously furnished to the Sales Agent such written opinions and negative assurance of such counsel, and if Cayman Counsel has previously furnished to the Sales Agent such written opinions of such counsel, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then SEC Counsel and Cayman Counsel may, in respect of any future Representation Date, furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of the such written opinions and negative assurance letter of Company Counsel and Maryland Counsel required to be furnished to the Agent pursuant to this Section 7(r) on subsequent Representation Dates, Company Counsel and Maryland Counsel may furnish the Agent with a letter such counsel (a “Reliance Letter”as applicable) to the effect that the Sales Agent may rely on a the prior opinion or written opinions and negative assurance (as applicable) letter of such counsel (as applicable) delivered under pursuant to this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion written opinions and negative assurance letter shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented as of the date of such Reliance Letter).

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent (i) the written opinions and negative assurance of this Agreement▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇, P.C., counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”), and (ii) the written opinions and negative assurance of Sagittarius IP, intellectual property counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company IP Counsel”), in each case in form and substance reasonably satisfactory to the Sales Agent. Thereafter, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B pursuant to Section 7(m) for which no waiver is applicableapplicable pursuant to Section 7(m), and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(q) was in effect, unless the Agent agrees otherwisenot more than once per calendar quarter, the Company shall cause to be furnished to the Sales Agent (i) a the written opinion, a opinions and negative assurance letter of Company Counsel and a written tax opinion opinions and negative assurance of Hunton & ▇▇▇▇▇▇▇▇ LLP, counsel for Company IP Counsel substantially in the form previously agreed between the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of ▇▇▇▇▇▇▇ LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either caseSales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of ; provided, however, that if Company Counsel or Company IP Counsel has previously furnished to the Sales Agent such written opinions and negative assurance letter substantially in the form previously agreed between the Company and the Sales Agent, such counsel may, in respect of Company Counsel and Maryland Counsel required to be furnished to the Agent pursuant to this Section 7(r) on subsequent any future Representation DatesDate, Company Counsel and Maryland Counsel may furnish the Sales Agent with a letter (a “Reliance Letter”) in lieu of such opinions and negative assurance to the effect that the Sales Agent may rely on a the prior opinion or opinions and negative assurance letter of such counsel delivered under pursuant to this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented to the date of such Reliance Letter).

Legal Opinion. On or prior to the date of this Agreementthe first Placement Notice given hereunder, within three the Company shall cause to be furnished to the Agents (3i) a written opinion of I▇▇▇▇ and P▇▇▇▇▇▇▇, P.A. (“Company Counsel”) as to corporate and securities matters, including negative assurance, dated as of the date such opinion is delivered, (ii) a written opinion of G▇▇▇▇▇▇▇▇ T▇▇▇▇▇▇, P.A. (“Company Tax Counsel”) as to tax matters dated as of the date such opinion is delivered, and (iii) a written opinion of S▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ & S▇▇▇▇▇▇ P.A. (“Maryland Company Counsel”) as to Maryland corporate matters dated as of the date such opinion is delivered, in each case, in form and substance reasonably satisfactory to the Agents. Within five Trading Days after of each subsequent Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B 7(l) for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(q) was in effect, unless the Agent agrees otherwise, the Company shall cause to be furnished to the Agent (i) a written opinion, a negative assurance letter and a written tax opinion of Hunton & ▇▇▇▇▇▇▇▇ LLP, counsel for Agents the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of ▇▇▇▇▇▇▇ LLPCompany Counsel, special the written opinion of Company Tax Counsel and written opinion of Maryland counsel for Company Counsel in substantially the Company (“Maryland Counsel”)foregoing forms; provided, dated the date such opinion is required to be deliveredhowever, substantially similar to the form attached hereto as Exhibit F, that in either case, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of the opinions and negative assurance letter of Company Counsel and Maryland Counsel required to be furnished to the Agent pursuant to this Section 7(r) on subsequent Representation Datessuch opinion, Company Counsel and or Maryland Company Counsel last furnishing such applicable opinion to the Agents may furnish to the Agent with Agents a letter (a “Reliance Letter”) substantially to the effect that the Agent Agents may rely on a such prior opinion or negative assurance letter delivered under this Section 7(r7(m) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion or letter shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplemented).

Legal Opinion. On or prior to the date of this Agreementthe first Placement Notice given hereunder the Company shall cause to be furnished to the Agent a written opinion and a negative assurance letter of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and a written opinion of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLP (each, a “Company Counsel”), or other counsel reasonably satisfactory to the Agent, each in form and substance reasonably satisfactory to the Agent. Thereafter, within three five (35) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B 7(l) for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(q) was in effect, unless the Agent agrees otherwise, the Company shall cause to be furnished to the Agent (i) a written opinion, a negative assurance letter and a written tax opinion of Hunton ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPLLP in form and substance reasonably satisfactory to the Agent; provided, counsel for however, that the Company and the Operating Partnership (“Company Counsel”), dated the date shall not be required to furnish any such opinions and opinion or negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of if ▇▇▇▇▇ ▇▇▇▇▇▇ LLP, special Maryland or other counsel for the Company (“Maryland Counsel”)Agent, dated the date such does not also deliver a written opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either case, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of the opinions and negative assurance letter of Company Counsel and Maryland Counsel required to be furnished to the Agent pursuant dated as of such date; provided, further, that with respect to this Section 7(r) a Representation Date on which the Company files its annual report on Form 10-K under the Exchange Act, if the Company does not intend to deliver a Placement Notice in such calendar year, the requirement to furnish such opinion or negative assurance letter shall be waived until such time as a Placement Notice is provided; provided, further, that in lieu of such negative assurance letters for subsequent Representation Dates, Company Counsel and Maryland Counsel counsel may furnish the Agent with a letter (a “Reliance Letter”) to the effect that the Agent may rely on a prior opinion or the negative assurance letter previously delivered under this Section 7(r7(m) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion letter shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented as of the date of the Reliance Letter).

Legal Opinion. On or prior to the date that the first Shares are sold pursuant to the terms of this Agreement, Agreement and within three (3) Trading Days after of each Representation Date with respect to which the Company is Company, the Operating Partnership and the Manager are obligated to deliver a certificate certificates in the form forms attached hereto as Exhibit B Exhibits 9(m)(i), 9(m)(ii) and 9(m)(iii) for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(q) was in effect, unless the Agent agrees otherwise, the Company shall cause to be furnished to the Agent (i) a the written opinion, a negative assurance letter and a written tax opinion opinions of Hunton & ▇▇▇▇▇▇▇▇ LLP, counsel for the Company and the Operating Partnership Sidley Austin LLP (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, ) and (ii) a the written opinion of ▇▇▇▇▇▇▇ LLP, special Maryland counsel for the Company LLP (“Maryland Counsel”), or other counsel reasonably satisfactory to the Agent, in form and substance satisfactory to the Agent and its counsel, dated the date such opinion is that the opinions are required to be delivered, substantially similar to the form attached hereto as Exhibit F9(n)(i), in either caseExhibit 9(n)(ii) and Exhibit 9(n)(iii), each such opinion modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In ; provided, however, that in lieu of the such opinions and negative assurance letter of Company Counsel and Maryland Counsel required to be furnished to the Agent pursuant to this Section 7(r) on for subsequent Representation Dates, each of Company Counsel and Maryland Counsel may furnish the Agent with a letter (a “Reliance Letter”) to the effect that the Agent may rely on a prior opinion or negative assurance letter delivered under this Section 7(r9(n) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented at such Representation Date). In giving any such opinion, Sidley Austin LLP may rely as to matters involving the laws of the State of Maryland upon the opinion of ▇▇▇▇▇▇▇ LLP or other Maryland counsel reasonably satisfactory to the Agent.

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent (i) the written opinion and negative assurance letter of this Agreement▇▇▇▇ & ▇▇▇▇ LLP, as U.S. legal counsel to the Company (“U.S. Counsel”), (ii) the written opinion of ▇▇▇▇▇ (Cayman) LLP, as Cayman Islands legal counsel to the Company (“Cayman Islands Counsel”) and (iii) the written opinion of ▇▇▇▇▇▇▇, as PRC legal counsel to the Company (“PRC Counsel”) (U.S. Counsel, Cayman Islands Counsel and PRC Counsel, together, “Company Counsels”), substantially in the forms previously agreed between the Company and the Sales Agent. Thereafter, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B pursuant to Section 7(m) for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in applicable pursuant to Section 7(q) was in effect, unless the Agent agrees otherwise7(m), the Company shall cause to be furnished to the Sales Agent (i) a the written opinion, a opinions and negative assurance letter and a written tax opinion letters, as applicable, of Hunton & ▇▇▇▇▇▇▇▇ LLPCompany Counsels, counsel for substantially in the forms previously agreed between the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of ▇▇▇▇▇▇▇ LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either caseSales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of ; provided, however, that if Company Counsels has previously furnished to the opinions Sales Agent such written opinion and negative assurance letter of such counsel, in each case substantially in the forms previously agreed between the Company Counsel and Maryland Counsel required to be furnished to the Agent pursuant to this Section 7(r) on subsequent Sales Agent, then such counsel may, in respect of any future Representation DatesDate, Company Counsel and Maryland Counsel may furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such written opinion and negative assurance letter of such counsel, as applicable, to the effect that the Sales Agent may rely on a the prior written opinion or and negative assurance letter of such counsel, as applicable, delivered under pursuant to this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior written opinion and negative assurance letter shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented to the date of such Reliance Letter).

Legal Opinion. On (i) Prior to the date of this Agreement, the first Placement Notice and (ii) within three (3) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B pursuant to Section 7(l) for which no waiver is applicable, applicable and excluding the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(q) was in effect, unless the Agent agrees otherwisethis Agreement, the Company shall cause to be furnished to the Agent each Agent: (iA) a written opinion, a opinion and negative assurance letter and a written tax opinion of Hunton & S▇▇▇▇▇▇▇▇ LLP, counsel for the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of ▇▇▇▇ ▇▇▇▇▇▇▇ LLP, special Maryland counsel for the Company Carmel LLP (“Maryland Company Counsel”)) addressed to the Agents, dated in form and substance satisfactory to the date such Agents and their respective counsel; or (B) if the opinion is and negative assurance required to be under Section 7(m)(A) are not delivered, a written opinion and negative assurance of other counsel satisfactory to the Agents and in form and substance satisfactory to Agents and their respective counsel; which, in each case of such subsequent written opinions and negative assurance, shall be substantially similar to the form attached hereto as Exhibit F, in either casepreviously provided to the Agents and their respective counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In ; provided, however, the Company shall be required to furnish to Agents no more than one opinion hereunder per calendar quarter; provided, further, that in lieu of such opinions for subsequent periodic filings under the opinions and negative assurance letter of Company Counsel and Maryland Counsel required to be furnished to the Agent pursuant to this Section 7(r) on subsequent Representation DatesExchange Act, Company Counsel and Maryland Counsel counsel may furnish the Agent Agents with a letter (a “Reliance Letter”) to the effect that the Agent Agents may rely on a prior opinion or negative assurance letter delivered under this Section 7(r7(m) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented as of the date of the Reliance Letter). The requirement to furnish or cause to be furnished an opinion and negative assurance under this Section 7(m) shall be waived for any Representation Date occurring at a time at which no instruction to the Agents to sell Shares pursuant to this Agreement has been delivered by the Company or is pending. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following any Representation Date when the Company relied on such waiver and did not provide the Agents an opinion and negative assurance pursuant to this Section 7(m), then before the Company instructs the Agents to sell Shares pursuant to this Agreement, the Company shall provide the Agents such opinion and negative assurance.

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent (i) the written opinion and negative assurance of this AgreementTroyGould PC, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”), and (ii) the written opinion and negative assurance of Dechert LLP, intellectual property counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Intellectual Property Counsel”), in each case substantially in the forms previously agreed between the Company and the Sales Agent. Thereafter, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B pursuant to Section 7(m) for which no waiver is applicableapplicable pursuant to Section 7(m), and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(q) was in effect, unless the Agent agrees otherwisenot more than once per calendar quarter, the Company shall cause to be furnished to the Sales Agent (i) a the written opinion, a opinion and negative assurance letter of each Company Counsel and a written tax opinion of Hunton & ▇▇▇▇▇▇▇▇ LLP, counsel for Intellectual Property Counsel substantially in the forms previously agreed between the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of ▇▇▇▇▇▇▇ LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either caseSales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of ; provided, however, that if each Company Counsel and Intellectual Property Counsel has previously furnished to the opinions Sales Agent such written opinion and negative assurance letter of such counsel, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each Company Counsel and Maryland Intellectual Property Counsel required to be furnished to the Agent pursuant to this Section 7(r) on subsequent may, in respect of any future Representation DatesDate, Company Counsel and Maryland Counsel may furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent may rely on a the prior opinion or and negative assurance letter of such counsel delivered under pursuant to this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented to the date of such Reliance Letter).

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent the written opinion and negative assurance of this AgreementSichenzia R▇▇▇ ▇▇▇▇▇▇▇ LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”), in substantially the forms agreed between the Company and the Sales Agent. Thereafter, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B pursuant to Section 7(m) for which no waiver is applicableapplicable pursuant to Section 7(m), and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(q) was in effect, unless the Agent agrees otherwisenot more than once per calendar quarter, the Company shall cause to be furnished to the Sales Agent (i) a the written opinion, a opinion and negative assurance letter of each Company Counsel and a written tax opinion of Hunton & ▇▇▇▇▇▇▇▇ LLP, counsel for Intellectual Property Counsel substantially in the forms previously agreed between the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of ▇▇▇▇▇▇▇ LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either caseSales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of ; provided, however, that if each Company Counsel and Intellectual Property Counsel has previously furnished to the opinions Sales Agent such written opinion and negative assurance letter of such counsel, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each Company Counsel and Maryland Intellectual Property Counsel required to be furnished to the Agent pursuant to this Section 7(r) on subsequent may, in respect of any future Representation DatesDate, Company Counsel and Maryland Counsel may furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent may rely on a the prior opinion or and negative assurance letter of such counsel delivered under pursuant to this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented to the date of such Reliance Letter).

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent (i) the written opinion and negative assurance letter of this AgreementHu▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Li LLC, within three as U.S. counsel to the Company (3“U.S. Company Counsel”) Trading Days and (ii) the written opinion of Campbells LLP, as Cayman Islands counsel to the Company (“Cayman Company Counsel”) or other counsel reasonably satisfactory to the Sales Agent (U.S. Company Counsel and Cayman Company Counsel, together, “Company Counsel”), substantially in the forms previously agreed between the Company and the Sales Agent. Thereafter, after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B pursuant to Section 7(m) for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in applicable pursuant to Section 7(q) was in effect, unless the Agent agrees otherwise7(m), the Company shall cause to be furnished to the Sales Agent (i) a the written opinion, a opinion and negative assurance letter and a written tax opinion letter, as applicable, of Hunton & ▇▇▇▇▇▇▇▇ LLPU.S. Company Counsel, counsel for substantially in the form previously agreed between the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of ▇▇▇▇▇▇▇ LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either caseSales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of ; provided, however, that if Company Counsel or U.S. Sales Agent Counsel has previously furnished to the opinions Sales Agent such written opinion and negative assurance letter of such counsel, in each case substantially in the forms previously agreed between the Company Counsel and Maryland Counsel required to be furnished to the Agent pursuant to this Section 7(r) on subsequent Sales Agent, then such counsel may, in respect of any future Representation DatesDate, Company Counsel and Maryland Counsel may furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such written opinion and negative assurance letter of such counsel, as applicable, to the effect that the Sales Agent may rely on a the prior written opinion or and negative assurance letter of such counsel, as applicable, delivered under pursuant to this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior written opinion and negative assurance letter shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented to the date of such Reliance Letter).

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent (i) the written opinion and negative assurance letter of this AgreementO▇▇▇▇▇ R▇▇▇▇▇▇▇▇▇ LLP, as U.S. counsel to the Company (“U.S. Company Counsel”) and (ii) the written opinion of Opal Lawyers LLC, as Singaporean counsel to the Company (“Singaporean Company Counsel”) or other counsel reasonably satisfactory to the Sales Agent (U.S. Company Counsel and Singaporean Company Counsel, together, “Company Counsel”), substantially in the forms previously agreed between the Company and the Sales Agent. Thereafter, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B pursuant to Section 7(m) for which no waiver is applicableapplicable pursuant to Section 7(m), and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(q) was in effect, unless the Agent agrees otherwise, the The Company shall cause to be furnished to the Sales Agent (i) a the written opinion, a opinions and negative assurance letter and a written tax opinion letters, as applicable, of Hunton & ▇▇▇▇▇▇▇▇ LLPCompany Counsel, counsel for substantially in the forms previously agreed between the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of ▇▇▇▇▇▇▇ LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either caseSales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of ; provided, however, that if Company Counsel or U.S. Sales Agent Counsel has previously furnished to the opinions Sales Agent such written opinion and negative assurance letter of such counsel, in each case substantially in the forms previously agreed between the Company Counsel and Maryland Counsel required to be furnished to the Agent pursuant to this Section 7(r) on subsequent Sales Agent, then such counsel may, in respect of any future Representation DatesDate, Company Counsel and Maryland Counsel may furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such written opinion and negative assurance letter of such counsel, as applicable, to the effect that the Sales Agent may rely on a the prior written opinion or and negative assurance letter of such counsel, as applicable, delivered under pursuant to this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior written opinion and negative assurance letter shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented to the date of such Reliance Letter).

Legal Opinion. On or prior to the date of this Agreementthe first Placement Notice given hereunder the Company shall cause to be furnished to the Agents a written opinion and a negative assurance letter of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (“Company Counsel”), or other counsel reasonably satisfactory to the Agents, each in form and substance reasonably satisfactory to the Agents. Thereafter, unless a Suspension is in effect, within three five (35) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B 7(l) for which no waiver is applicableapplicable (but in the case of Section 7(l)(iv), and the date of the Placement Notice only if such Placement Notice is delivered during a period for which the waiver described requested by any Agent in Section 7(q) was in effect, unless the Agent agrees otherwiseits sole discretion), the Company shall cause to be furnished to the Agent (i) Agents a written opinion, a negative assurance letter and a written tax opinion of Hunton & ▇▇▇▇▇▇▇▇ LLP, counsel for the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of ▇▇▇▇▇▇▇ LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either case, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of the opinions and negative assurance letter of Company Counsel in form and Maryland Counsel required to be furnished substance reasonably satisfactory to the Agent pursuant to this Section 7(r) on Agents; provided that, in lieu of such negative assurance letter for subsequent Representation Datesperiodic filings under the Exchange Act, Company Counsel and Maryland Counsel counsel may furnish the Agent Agents with a letter (a “Reliance Letter”) to the effect that the Agent Agents may rely on a prior opinion or the negative assurance letter previously delivered under this Section 7(r7(m) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion letter shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented as of the date of the Reliance Letter). The requirement to cause to be furnished the opinions and negative assurance letters pursuant to this Section 7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending and the Company does not expect to deliver a Placement Notice during the period following the appliable Representation Date. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company did not cause to be furnished to the Agents the opinions and negative assurance letters under this Section 7(m), then before the Agents sell any Placement Shares, the Company shall cause to be furnished to the Agents the opinions and negative assurance letters under this Section 7(m) dated the date of the Placement Notice.

Legal Opinion. On or prior to the date of this Agreementthe first Placement Notice given hereunder, within three the Company shall cause to be furnished to FBR (3i) a written opinion of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLP (“Company Counsel”) as to corporate and securities matters, including negative assurance, dated as of the date such opinion is delivered, (ii) a written opinion of Company Counsel as to tax matters, dated as of the date such opinion is delivered, and (iii) a written opinion of Company Counsel as to Maryland corporate matters, dated as of the date such opinion is delivered, in each case, in form and substance reasonably satisfactory to FBR. Within five Trading Days after of each subsequent Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B 7(l)(1) for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(q) was in effect, unless the Agent agrees otherwise, the Company shall cause to be furnished to FBR the Agent (i) a written opinion, a negative assurance letter and a written tax opinion of Hunton & ▇▇▇▇▇▇▇▇ LLP, counsel for the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of ▇▇▇▇▇▇▇ LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either case, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of the opinions and negative assurance letter of Company Counsel and Maryland Counsel required to be furnished to in substantially the Agent pursuant to this Section 7(r) on subsequent Representation Datesforegoing forms; provided, however, that in lieu of such opinion, Company Counsel and Maryland Counsel may furnish the Agent with to FBR a letter (a “Reliance Letter”) substantially to the effect that the Agent FBR may rely on a such applicable prior opinion or negative assurance letter delivered under this Section 7(r7(m) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion or letter shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplemented); provided, further, however, that with respect to a Representation Date relating to Section 7(l)(iii), the Company shall not be required to cause to be furnished to FBR the written opinion or Reliance Letter of Company Counsel described in the foregoing clause (ii) of this Section 7(m).

Legal Opinion. On or prior to the date of this Agreement, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(q) was in effect, unless the Agent agrees otherwiseFirst Delivery Date, the Company shall cause to be furnished to the Agent (i) Cowen a written opinion, a opinion and negative assurance letter and a written tax opinion of Hunton & ▇▇▇▇▇▇▇▇ LLP, counsel for the Company and the Operating Partnership LLP (“Company Counsel”), dated the date such opinions or other counsel satisfactory to Cowen, in form and negative assurance letter are required substance satisfactory to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D Cowen and Exhibit E, respectively, and (ii) a written opinion of ▇▇▇▇▇▇▇ LLP, special Maryland counsel for the Company (“Maryland Counsel”)its counsel, dated the date such that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either case, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu Thereafter within three (3) Trading Days of each Bring Down Date with respect to which the opinions and negative assurance letter of Company Counsel and Maryland Counsel required is obligated to deliver a certificate in the form attached hereto as Exhibit 7(m) for which no waiver is applicable, the Company shall cause to be furnished to Cowen a letter of Company Counsel, or other counsel reasonably satisfactory to Cowen (such letter, a “Negative Assurance Letter”), modified, as necessary, to relate to the Agent pursuant Registration Statement and the Prospectus as then amended or supplemented; provided, however, that the Company shall not be required to this Section 7(r) on furnish any such letter if the Company does not intend to deliver a Placement Notice in such calendar quarter until such time as the Company delivers its next Placement Notice; provided, further, that the Company’s obligation to have Company Counsel furnish a negative assurance letter is conditioned upon counsel to Cowen furnishing a negative assurance letter dated as of the same such date; provided, further, that in lieu of such opinions for subsequent Representation Bring-Down Dates, Company Counsel and Maryland Counsel counsel may furnish the Agent Cowen with a letter (a “Reliance Letter”) to the effect that the Agent Cowen may rely on a prior opinion or negative assurance letter delivered under this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion negative assurance letter shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented at such Bring-Down Date).

Legal Opinion. (i) On or prior to the First Delivery Date, the Company shall cause to be furnished to HCW a written opinion and a negative assurance letter of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, or other counsel reasonably satisfactory to HCW (“Company Counsel”), in form and substance reasonably satisfactory to HCW and its counsel, dated the date that such opinion and negative assurance letter are required to be delivered (the “Opinion Date”) and (ii) within the later of this Agreement, within three (3A) five (5) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B for which 7(m) (to the extent that no waiver is applicablein effect), and (B) the date of the Placement Notice if such a Placement Notice is first delivered during by the Company following a period for which the waiver described Representation Date, but in Section 7(q) was in effect, unless the Agent agrees otherwiseany event not more than once per calendar quarter, the Company shall cause to be furnished to the Agent (i) a written opinion, HCW a negative assurance letter and a written tax opinion of Hunton & ▇▇▇▇▇▇▇▇ LLP, counsel for the Company and the Operating Partnership (“Company Counsel”), in form and substance reasonably satisfactory to HCW and its counsel, dated the date of delivery of such opinions and negative assurance letter are required to be deliveredletter, substantially similar to the forms attached hereto as Exhibit C, Exhibit D 7(n)(i) (solely with respect to the opinion and negative assurance letter to be delivered on or prior to the First Delivery Date) and Exhibit E7(n)(ii) (for negative assurance letters to be delivered in connection with subsequent Representation Dates), respectively, and (ii) a written opinion of ▇▇▇▇▇▇▇ LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either case, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In ; provided, however, that in lieu of the opinions and a negative assurance letter of Company Counsel and Maryland Counsel required to be furnished to the Agent pursuant to this Section 7(r) on for subsequent Representation Dates, Company Counsel and Maryland Counsel counsel may furnish the Agent HCW with a letter (a “Reliance Letter”) to the effect that the Agent HCW may rely on a prior opinion or negative assurance letter delivered under this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion negative assurance letter shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented as of the date of such Reliance Letter).

Legal Opinion. On or prior to the date the first Placement Notice is delivered by the Company hereunder, the Company shall cause to be furnished to the Sales Agent (i) the written opinion and negative assurance of this Agreement▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, as U.S. counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“SEC Counsel”) and (ii) the written opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, as Canadian counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Canadian Counsel”), in each case substantially in the forms previously agreed between the Company and the Sales Agent. Thereafter, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B pursuant to Section 7(m) for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in applicable pursuant to Section 7(q) was in effect, unless the Agent agrees otherwise7(m), the Company shall cause to be furnished to the Sales Agent (i) a the written opinion, a opinion and the negative assurance letter of SEC Counsel and a the written tax opinion of Hunton & ▇▇▇▇▇▇▇▇ LLP, counsel for Canadian Counsel substantially in the forms previously agreed between the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of ▇▇▇▇▇▇▇ LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either caseSales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In Notwithstanding the foregoing, if SEC Counsel has previously furnished to the Sales Agent such written opinions and negative assurance of such counsel, and if Canadian Counsel has previously furnished to the Sales Agent such written opinions of such counsel, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then SEC Counsel and Canadian Counsel may, in respect of any future Representation Date, furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of the such written opinions and negative assurance letter of Company Counsel and Maryland Counsel required to be furnished to the Agent pursuant to this Section 7(r) on subsequent Representation Dates, Company Counsel and Maryland Counsel may furnish the Agent with a letter such counsel (a “Reliance Letter”as applicable) to the effect that the Sales Agent may rely on a the prior opinion or written opinions and negative assurance (as applicable) letter of such counsel (as applicable) delivered under pursuant to this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion written opinions and negative assurance letter shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented as of the date of such Reliance Letter).

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent (i) the written opinion and negative assurance letter of this AgreementFisherBroyles LLP, within three as U.S. counsel to the Company (3“U.S. Company Counsel”) Trading Days (ii) the written opinion of ▇▇▇▇▇▇ Group, as Cayman Islands counsel to the Company (“Cayman Company Counsel”) and (iii) the written opinion of Tahota Law Firm, as PRC counsel to the Company (“PRC Company Counsel”) or other counsel reasonably satisfactory to the Sales Agent (U.S. Company Counsel, Cayman Company Counsel, and PRC Company Counsel together, “Company Counsel”), substantially in the forms previously agreed between the Company and the Sales Agent. Thereafter, after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B pursuant to Section 7(m) for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in applicable pursuant to Section 7(q) was in effect, unless the Agent agrees otherwise7(m), the Company shall cause to be furnished to the Sales Agent (i) a the written opinion, a opinion and negative assurance letter and a written tax opinion letter, as applicable, of Hunton & ▇▇▇▇▇▇▇▇ LLPU.S. Company Counsel, counsel for substantially in the form previously agreed between the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of ▇▇▇▇▇▇▇ LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either caseSales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of ; provided, however, that if Company Counsel has previously furnished to the opinions Sales Agent such written opinion and negative assurance letter of such counsel, in each case substantially in the forms previously agreed between the Company Counsel and Maryland Counsel required to be furnished to the Agent pursuant to this Section 7(r) on subsequent Sales Agent, then such counsel may, in respect of any future Representation DatesDate, Company Counsel and Maryland Counsel may furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such written opinion and negative assurance letter of such counsel, as applicable, to the effect that the Sales Agent may rely on a the prior written opinion or and negative assurance letter of such counsel, as applicable, delivered under pursuant to this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior written opinion and negative assurance letter shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented to the date of such Reliance Letter).

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent (i) the written opinion and negative assurance of this AgreementP▇▇▇ ▇▇▇▇▇▇▇▇ LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“SEC Counsel”) and (ii) the written opinion and negative assurance of M▇▇▇▇▇▇ B▇▇▇ PLLC, intellectual property counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Intellectual Property Counsel” and, together with SEC Counsel, “Company Counsel”), in each case substantially in the forms previously agreed between the Company and the Sales Agent. Thereafter, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B pursuant to Section 7(m) for which no waiver is applicableapplicable pursuant to Section 7(m), and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(q) was in effect, unless the Agent agrees otherwisenot more than once per calendar quarter, the Company shall cause to be furnished to the Sales Agent (i) a the written opinion, a opinion and negative assurance letter and a written tax opinion of Hunton & ▇▇▇▇▇▇▇▇ LLP, counsel for each Company Counsel substantially in the forms previously agreed between the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of ▇▇▇▇▇▇▇ LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either caseSales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of ; provided, however, that if each Company Counsel has previously furnished to the opinions Sales Agent such written opinion and negative assurance letter of such counsel, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each Company Counsel and Maryland Counsel required to be furnished to the Agent pursuant to this Section 7(r) on subsequent may, in respect of any future Representation DatesDate, Company Counsel and Maryland Counsel may furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent may rely on a the prior opinion or and negative assurance letter of such counsel delivered under pursuant to this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented to the date of such Reliance Letter).

Legal Opinion. On or prior to the date of this Agreementthe first Placement Notice given hereunder, within three the Company shall cause to be furnished to MLV (3i) a written opinion of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLP (“Company Counsel”) as to corporate and securities matters, including negative assurance, dated as of the date of such Placement Notice, (ii) a written opinion of Company Counsel as to tax matters dated as of the date of such Placement Notice, and (iii) a written opinion of DLA Piper LLP (US) (“DLA”) as to Maryland corporate matters dated as of the date of such Placement Notice, in each case, in form and substance reasonably satisfactory to MLV. Within five Trading Days after of each subsequent Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B 7(l) for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(q) was in effect, unless the Agent agrees otherwise, the Company shall cause to be furnished to MLV the Agent (i) a written opinion, a negative assurance letter and a written tax opinion of Hunton & ▇▇▇▇▇▇▇▇ LLP, counsel for the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of ▇▇▇▇▇▇▇ LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either case, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of the opinions and negative assurance letter of Company Counsel and Maryland Counsel required to be furnished to written opinion of DLA in substantially the Agent pursuant to this Section 7(r) on subsequent Representation Datesforegoing forms; provided, however, that in lieu of such opinion, Company Counsel and Maryland Counsel or DLA last furnishing such applicable opinion to MLV may furnish the Agent with to MLV a letter (a “Reliance Letter”) substantially to the effect that the Agent MLV may rely on a such prior opinion or negative assurance letter delivered under this Section 7(r7(m) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion or letter shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplemented).

Legal Opinion. (i) On or prior to the First Delivery Date, the Company shall cause to be furnished to Northland a written opinion and a negative assurance letter of Sichenzia ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, or other counsel reasonably satisfactory to Northland (“Company Counsel”), in form and substance reasonably satisfactory to Northland and its counsel, dated the date that such opinion and negative assurance letter are required to be delivered (the “Opinion Date”) and (ii) within the later of this Agreement, within three (3A) five (5) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B for which 7(m) (to the extent that no waiver is applicablein effect), and (B) the date of the Placement Notice if such a Placement Notice is first delivered during by the Company following a period for which the waiver described Representation Date, but in Section 7(q) was in effect, unless the Agent agrees otherwiseany event not more than once per calendar quarter, the Company shall cause to be furnished to the Agent (i) a written opinion, Northland a negative assurance letter and a written tax opinion of Hunton & ▇▇▇▇▇▇▇▇ LLP, counsel for the Company and the Operating Partnership (“Company Counsel”), in form and substance reasonably satisfactory to Northland and its counsel, dated the date such opinions and negative assurance letter are required to be deliveredOpinion Date, substantially similar to the forms attached hereto as Exhibit C, Exhibit D 7(n)(i) (solely with respect to the opinion and negative assurance letter to be delivered on or prior to the First Delivery Date) and Exhibit E7(n)(ii) (for negative assurance letters to be delivered in connection with subsequent Representation Dates), respectively, and (ii) a written opinion of ▇▇▇▇▇▇▇ LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either case, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In ; provided, however, that in lieu of the opinions and a negative assurance letter of Company Counsel and Maryland Counsel required to be furnished to the Agent pursuant to this Section 7(r) on for subsequent Representation Dates, Company Counsel and Maryland Counsel counsel may furnish the Agent Northland with a letter (a “Reliance Letter”) to the effect that the Agent Northland may rely on a prior opinion or negative assurance letter delivered under this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion negative assurance letter shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented as of the date of such Reliance Letter).

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent (i) the written opinions and negative assurance of this AgreementG▇▇▇▇▇, D▇▇▇ & C▇▇▇▇▇▇▇ LLP, counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”), and (ii) the written opinions of P▇▇▇▇▇▇▇▇▇ PC, intellectual property counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company IP Counsel”), in each case in form and substance reasonably satisfactory to the Sales Agent. Thereafter, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B pursuant to Section 7(m) for which no waiver is applicableapplicable pursuant to Section 7(m), and not more than once per calendar quarter unless reasonably requested by the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(q) was in effect, unless the Agent agrees otherwiseSales Agent, the Company shall cause to be furnished to the Sales Agent (i) a the written opinion, a opinions and negative assurance letter of Company Counsel and a written tax opinion of Hunton & ▇▇▇▇▇▇▇▇ LLP, counsel for Company IP Counsel substantially in the form previously agreed between the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of ▇▇▇▇▇▇▇ LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either caseSales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of ; provided, however, that if Company Counsel or Company IP Counsel has previously furnished to the Sales Agent such written opinions and negative assurance letter substantially in the form previously agreed between the Company and the Sales Agent, such counsel may, in respect of Company Counsel and Maryland Counsel required to be furnished to the Agent pursuant to this Section 7(r) on subsequent any future Representation DatesDate, Company Counsel and Maryland Counsel may furnish the Sales Agent with a letter (a “Reliance Letter”) in lieu of such opinions and negative assurance to the effect that the Sales Agent may rely on a the prior opinion or opinions and negative assurance letter of such counsel delivered under pursuant to this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented to the date of such Reliance Letter); provided further, that each of the Company Counsel or Company IP Counsel shall be required to furnish no more than one opinion hereunder per each filing by the Company with the Commission of an annual report on Form 10-K or a quarterly report on Form 10-Q unless reasonably requested by the Sales Agent.

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent the written opinions and negative assurance of this AgreementLoeb & Loeb LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”), and the written opinions and negative assurance of M▇▇▇▇▇▇▇ & F▇▇▇▇▇▇▇ LLP, as intellectual property counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company IP Counsel”), in each case substantially in the forms previously agreed between the Company and the Sales Agent. Thereafter, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B pursuant to Section 7(m) for which no waiver is applicableapplicable pursuant to Section 7(m), and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(q) was in effect, unless the Agent agrees otherwisenot more than once per calendar quarter, the Company shall cause to be furnished to the Sales Agent (i) a the written opinion, a opinions and negative assurance letter of Company Counsel and a written tax opinion of Hunton & ▇▇▇▇▇▇▇▇ LLP, counsel for Company IP Counsel substantially in the forms previously agreed between the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of ▇▇▇▇▇▇▇ LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either caseSales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of ; provided, however, that if Company Counsel and Company IP Counsel have previously furnished to the Sales Agent such written opinions and negative assurance letter of such counsel, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then Company Counsel and Maryland Company IP Counsel required to be furnished to the Agent pursuant to this Section 7(r) on subsequent may, in respect of any future Representation DatesDate, Company Counsel and Maryland Counsel may furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinions and negative assurance of such counsel to the effect that the Sales Agent may rely on a the prior opinion or opinions and negative assurance letter of such counsel delivered under pursuant to this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented to the date of such Reliance Letter).

Legal Opinion. On or prior to the date of this Agreement, First Delivery Date and within three five (35) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B 7(m) for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(q) was in effect, unless the Agent agrees otherwise, the Company shall cause to be furnished to the Agent (i) ▇▇▇▇▇ a written opinion, a opinion and negative assurance letter and a written tax opinion of Hunton & ▇▇▇▇▇▇▇▇ LLP, counsel for the Company and the Operating Partnership LLP (“Company Counsel”), or other counsel reasonably satisfactory to ▇▇▇▇▇, in form and substance reasonably satisfactory to ▇▇▇▇▇ and its counsel, dated the date that such opinions opinion and negative assurance letter are required to be delivereddelivered (the “Opinion Date”), substantially similar to the forms attached hereto as Exhibit C, Exhibit D 7(n)(i) (solely with respect to the opinion and negative assurance letter to be delivered on or prior to the First Delivery Date) and Exhibit E7(n)(ii) (for opinions and negative assurance letters to be delivered in connection with all 122817078 v5 subsequent Representation Dates), respectively, and (ii) a written opinion of ▇▇▇▇▇▇▇ LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either case, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In ; provided, however, that (1) in lieu of the such opinions and negative assurance letter of Company Counsel and Maryland Counsel required to be furnished to the Agent pursuant to this Section 7(r) on letters for subsequent Representation Dates, Company Counsel and Maryland Counsel counsel may furnish the Agent Cowen with a letter (a “Reliance Letter”) to the effect that the Agent Cowen may rely on a prior opinion or negative assurance letter delivered under this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion and/or negative assurance letter shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented at such Representation Date) and (2) the Company shall not be required to furnish to Cowen any such negative assurance letter if LeClairRyan, A Professional Corporation, or other outside counsel for Cowen (“Cowen Counsel”), does not also concurrently deliver a negative assurance letter to Cowen dated as of the Opinion Date, which negative assurance letter of Cowen Counsel shall cover statements substantially similar to those covered by such negative assurance letter of Company Counsel.

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent (i) the written opinions and negative assurance of this Agreement▇▇▇▇▇▇▇ & ▇▇▇, P.C., counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”), and (ii) the written opinion of ▇▇▇▇▇▇▇▇, Rackman & ▇▇▇▇▇▇▇, P.C., intellectual property counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company IP Counsel”), in each case in form and substance reasonably satisfactory to the Sales Agent. Thereafter, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B pursuant to Section 7(m) for which no waiver is applicableapplicable pursuant to Section 7(m), and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(q) was in effect, unless the Agent agrees otherwisenot more than once per calendar quarter, the Company shall cause to be furnished to the Sales Agent (i) a the written opinion, a opinions and negative assurance letter of Company Counsel and a written tax opinion of Hunton & ▇▇▇▇▇▇▇▇ LLP, counsel for Company IP Counsel substantially in the form previously agreed between the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of ▇▇▇▇▇▇▇ LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either caseSales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of ; provided, however, that if Company Counsel or Company IP Counsel has previously furnished to the Sales Agent such written opinions and negative assurance letter substantially in the form previously agreed between the Company and the Sales Agent, such counsel may, in respect of Company Counsel and Maryland Counsel required to be furnished to the Agent pursuant to this Section 7(r) on subsequent any future Representation DatesDate, Company Counsel and Maryland Counsel may furnish the Sales Agent with a letter (a “Reliance Letter”) in lieu of such opinions and negative assurance to the effect that the Sales Agent may rely on a the prior opinion or opinions and negative assurance letter of such counsel delivered under pursuant to this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented to the date of such Reliance Letter).

Legal Opinion. (i) On or prior to the First Delivery Date, the Company shall cause to be furnished to HCW a written opinion and negative assurance letter of Sidley Austin LLP, or other counsel reasonably satisfactory to HCW (“Company Counsel”), in form and substance reasonably satisfactory to HCW and its counsel, dated the date that such opinion and negative assurance letter are required to be delivered and (ii) within the later of this Agreement, within three (3A) five (5) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B for which no waiver is applicable7(m), and (B) the date of the Placement Notice if such a Placement Notice is first delivered during by the Company following a period for which the waiver described in Section 7(q) was in effect, unless the Agent agrees otherwiseRepresentation Date, the Company shall cause to be furnished to the Agent (i) a written opinion, HCW a negative assurance letter and a written tax opinion of Hunton & ▇▇▇▇▇▇▇▇ LLP, counsel for the Company and the Operating Partnership (“Company Counsel”), in form and substance reasonably satisfactory to HCW and its counsel, dated the date such opinions and that the negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of ▇▇▇▇▇▇▇ LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to delivered (the form attached hereto as Exhibit F, in either case“Opinion Date”), modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In ; provided, however, that in lieu of the opinions and such negative assurance letter of Company Counsel and Maryland Counsel required to be furnished to the Agent pursuant to this Section 7(r) on letters for subsequent Representation Dates, Company Counsel and Maryland Counsel counsel may furnish the Agent HCW with a letter (a “Reliance Letter”) to the effect that the Agent HCW may rely on a prior opinion or negative assurance letter delivered under this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion negative assurance letter shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented at such Representation Date).

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Agent (i) the written opinions and negative assurance of this Agreement▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇, P.C., counsel to the Company, or other counsel reasonably satisfactory to the Agent (“Company Counsel”), (ii) the written opinions and negative assurance of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Agent (“Agent Counsel”), (iii) the written opinions and negative assurance of Sagittarius IP, intellectual property counsel to the Company, or other counsel reasonably satisfactory to the Agent (“Company IP Counsel”), in each case in form and substance reasonably satisfactory to the Agent. Thereafter, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B pursuant to Section 7(p) for which no waiver is applicableapplicable pursuant to Section 7(p), and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(q) was in effect, unless the Agent agrees otherwisenot more than once per calendar quarter, the Company shall cause to be furnished to the Agent (i) a the written opinion, a opinions and negative assurance letter of Company Counsel and a written tax opinion opinions and negative assurance of Hunton & ▇▇▇▇▇▇▇▇ LLP, counsel for Company IP Counsel substantially in the form previously agreed between the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of ▇▇▇▇▇▇▇ LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either caseAgent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of ; provided, however, that if Company Counsel or Company IP Counsel has previously furnished to the Agent such written opinions and negative assurance letter substantially in the form previously agreed between the Company and the Agent, such counsel may, in respect of Company Counsel and Maryland Counsel required to be furnished to the Agent pursuant to this Section 7(r) on subsequent any future Representation DatesDate, Company Counsel and Maryland Counsel may furnish the Agent with a letter (a “Reliance Letter”) in lieu of such opinions and negative assurance to the effect that the Agent may rely on a the prior opinion or opinions and negative assurance letter of such counsel delivered under pursuant to this Section 7(r7(q) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented to the date of such Reliance Letter).

Legal Opinion. On or prior to the date of this Agreementthe first Placement Notice given hereunder the Company shall cause to be furnished to the Agent a written opinion and a negative assurance letter of ▇▇▇▇▇▇ LLP (“Company Counsel”), or other counsel reasonably satisfactory to the Agent, each in form and substance reasonably satisfactory to the Agent. Thereafter, within three five (35) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B 7(l) for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(q) was in effect, unless the Agent agrees otherwise, the Company shall cause to be furnished to the Agent (i) a written opinion, a negative assurance letter of Company Counsel in form and a written tax substance reasonably satisfactory to the Agent; provided, however, that the Company shall not be required to furnish any such opinion of Hunton & or negative assurance letter if ▇▇▇▇▇ ▇▇▇▇▇▇ LLP, or other counsel for the Company and the Operating Partnership (“Company Counsel”)Agent, dated the date such opinions and does not also deliver a written opinion or negative assurance letter are required to be delivered, substantially similar to the forms attached hereto Agent dated as Exhibit Cof such date; provided, Exhibit D and Exhibit Efurther, respectively, and (ii) that with respect to a written opinion of ▇▇▇▇▇▇▇ LLP, special Maryland counsel for Representation Date on which the Company (“Maryland Counsel”)files its annual report on Form 10-K under the Exchange Act, dated if the date Company does not intend to deliver a Placement Notice in such calendar year, the requirement to furnish such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either case, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of the opinions and negative assurance letter shall be waived until such time as a Placement Notice is provided; provided, further, that in lieu of Company Counsel and Maryland Counsel required to be furnished to the Agent pursuant to this Section 7(r) on such negative assurance letters for subsequent Representation Dates, Company Counsel and Maryland Counsel counsel may furnish the Agent with a letter (a “Reliance Letter”) to the effect that the Agent may rely on a prior opinion or the negative assurance letter previously delivered under this Section 7(r7(m) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion letter shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented as of the date of the Reliance Letter). .

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent (i) the written opinions and negative assurance of this AgreementF▇▇▇▇ & Lardner LLP, counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”), and (ii) the written opinions of F▇▇▇▇ & L▇▇▇▇▇▇ LLP, intellectual property counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company IP Counsel”), in each case in form and substance reasonably satisfactory to the Sales Agent. Thereafter, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B pursuant to Section 7(m) for which no waiver is applicableapplicable pursuant to Section 7(m), and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(q) was in effect, unless the Agent agrees otherwisenot more than once per calendar quarter, the Company shall cause to be furnished to the Sales Agent (i) a the written opinion, a opinions and negative assurance letter of Company Counsel and a written tax opinion of Hunton & ▇▇▇▇▇▇▇▇ LLP, counsel for Company IP Counsel substantially in the form previously agreed between the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of ▇▇▇▇▇▇▇ LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either caseSales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of ; provided, however, that if Company Counsel or Company IP Counsel has previously furnished to the Sales Agent such written opinions and negative assurance letter substantially in the form previously agreed between the Company and the Sales Agent, such counsel may, in respect of Company Counsel and Maryland Counsel required to be furnished to the Agent pursuant to this Section 7(r) on subsequent any future Representation DatesDate, Company Counsel and Maryland Counsel may furnish the Sales Agent with a letter (a “Reliance Letter”) in lieu of such opinions and negative assurance to the effect that the Sales Agent may rely on a the prior opinion or opinions and negative assurance letter of such counsel delivered under pursuant to this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented to the date of such Reliance Letter).

Legal Opinion. (i) On or prior to the First Delivery Date, the Company shall cause to be furnished to HCW a written opinion and negative assurance letter of Sidley Austin LLP, or other counsel reasonably satisfactory to HCW (“Company Counsel”), in form and substance reasonably satisfactory to HCW and its counsel, dated the date that such opinion and negative assurance letter are required to be delivered and (ii) within the later of this Agreement, within three (3A) five (5) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B for which no waiver is applicable7(m), and (B) the date of the Placement Notice if such a Placement Notice is first delivered during by the Company following a period for which the waiver described in Section 7(q) was in effect, unless the Agent agrees otherwiseRepresentation Date, the Company shall cause to be furnished to the Agent (i) a written opinion, HCW a negative assurance letter and a written tax opinion of Hunton & ▇▇▇▇▇▇▇▇ LLP, counsel for the Company and the Operating Partnership (“Company Counsel”), in form and substance reasonably satisfactory to HCW and its counsel, dated the date such opinions and that the negative assurance letter are is required to be delivereddelivered (the “Opinion Date”), substantially similar to the forms attached hereto as Exhibit C, Exhibit D 7(n)(i) (solely with respect to the opinion and negative assurance letter to be delivered on or prior to the First Delivery Date) and Exhibit E7(n)(ii) (for negative assurance letters to be delivered in connection with all subsequent Representation Dates), respectively, and (ii) a written opinion of ▇▇▇▇▇▇▇ LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either case, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In ; provided, however, that in lieu of the opinions and such negative assurance letter of Company Counsel and Maryland Counsel required to be furnished to the Agent pursuant to this Section 7(r) on letters for subsequent Representation Dates, Company Counsel and Maryland Counsel counsel may furnish the Agent HCW with a letter (a “Reliance Letter”) to the effect that the Agent HCW may rely on a prior opinion or negative assurance letter delivered under this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion negative assurance letter shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented at such Representation Date).

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent the written opinion and negative assurance letter of this Agreement▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP, as counsel to the Company (“Company Counsel”) or other counsel reasonably satisfactory to the Sales Agent, including the written opinions and negative assurance of the Company’s General Counsel with respect to intellectual property matters. Thereafter, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B pursuant to Section 7(m) for which no waiver is applicableapplicable pursuant to Section 7(m), and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(q) was in effect, not more than once per calendar quarter unless the Agent agrees otherwiseCompany announces a material update to its business or operations or its related public disclosures, the Company shall cause to be furnished to the Sales Agent (i) a the written opinion, opinion and a negative assurance letter and a written tax opinion of Hunton & ▇▇▇▇▇▇▇▇ LLP, counsel for Company Counsel substantially in the forms previously agreed between the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of ▇▇▇▇▇▇▇ LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either caseSales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of ; provided, however, that if Company Counsel has previously furnished to the opinions Sales Agent such written opinion and negative assurance letter of such counsel, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each Company Counsel and Maryland Counsel required to be furnished to the Agent pursuant to this Section 7(r) on subsequent may, in respect of any future Representation DatesDate, Company Counsel and Maryland Counsel may furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance letter of such counsel to the effect that the Sales Agent may rely on a the prior opinion or and negative assurance letter of such counsel delivered under pursuant to this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented to the date of such Reliance Letter).

Legal Opinion. On or prior to the date of this Agreementthe first Placement Notice given hereunder, within three the Company shall cause to be furnished to the Agents and the Forward Purchasers (3i) a written opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (“Company Counsel”) as to corporate and securities matters dated as of the date of such Placement Notice, (ii) a written opinion of Company Counsel as to tax matters dated as of the date of such Placement Notice, (iii) a negative assurance letter from Company Counsel dated as of the date of such Placement Notice, and (iv) a written opinion of ▇▇▇▇▇▇▇ LLP (“Venable”) as to Maryland corporate matters dated as of the date of such Placement Notice, in each case, in form and substance reasonably satisfactory to the Agents and the Forward Purchasers. Within five (5) Trading Days after of each subsequent Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B 7(l) for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(q) was in effect, unless the Agent agrees otherwise, the Company shall cause to be furnished to the Agent (i) a written opinion, a negative assurance letter and a written tax opinion of Hunton & ▇▇▇▇▇▇▇▇ LLP, counsel for the Company Agents and the Operating Partnership (“Company Counsel”), dated Forward Purchasers the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of ▇▇▇▇▇▇▇ LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either case, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of the opinions and negative assurance letter of Company Counsel and Maryland Counsel required to be furnished written opinion of Venable in substantially the foregoing forms and in substance reasonably satisfactory to the Agent pursuant to this Section 7(r) on subsequent Representation DatesAgents and the Forward Purchasers; provided, however, that in lieu of such opinion or negative assurance letter, Company Counsel or Venable last furnishing such applicable opinion or negative assurance letter to the Agents and Maryland Counsel the Forward Purchasers may furnish to the Agent with Agents and the Forward Purchasers a letter (a “Reliance Letter”) substantially to the effect that the Agent Agents and the Forward Purchasers may rely on a such prior opinion or negative assurance letter delivered under this Section 7(r7(m) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion or letter shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplemented).

Legal Opinion. On or prior to the date of this Agreementthe first Placement Notice given hereunder the Company shall cause to be furnished to B. ▇▇▇▇▇ Securities (i) a written opinion and a negative assurance letter of Stroock & Stroock & L▇▇▇▇ LLP (“Company Counsel”), or other counsel reasonably satisfactory to B. ▇▇▇▇▇ Securities, in the form attached hereto as Exhibit 7(n)(1), as to corporate and securities matters, (ii) a written opinion of Company Counsel in the form attached hereto as Exhibit 7(n)(2), as to tax matters, (iii) a written opinion of M▇▇▇▇▇▇▇▇, Will & E▇▇▇▇ LLP, Maryland counsel to the Company, in the form attached hereto as Exhibit 7(n)(3), (iv) a written opinion of C▇▇▇▇ ▇▇▇▇▇▇, general counsel of the Company, in the form attached hereto as Exhibit 7(n)(4), and (v) a written opinion and a negative assurance letter of H▇▇▇▇▇ A▇▇▇▇▇▇ ▇▇▇▇▇ LLP (“Placement Agent Counsel”), or other counsel reasonably satisfactory to B. ▇▇▇▇▇ Securities, each in form and substance reasonably satisfactory to B. ▇▇▇▇▇ Securities. Thereafter, within three five (35) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B 7(m) for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(q) was in effect, unless the Agent agrees otherwise, the Company shall cause to be furnished to the Agent (i) a written opinion, a negative assurance letter and a written tax opinion of Hunton & ▇▇▇B. ▇▇▇▇▇ LLP, counsel for Securities the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of ▇▇▇▇▇▇▇ LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either case, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of the opinions and negative assurance letter of Company Counsel and Maryland Placement Agent Counsel required in form and substance reasonably satisfactory to be furnished to B. ▇▇▇▇▇ Securities; provided that, in lieu of any such opinion or negative assurance for subsequent periodic filings under the Agent pursuant to this Section 7(r) on subsequent Representation DatesExchange Act, Company Counsel and Maryland Placement Agent Counsel may furnish the Agent B. ▇▇▇▇▇ Securities with a letter (a “Reliance Letter”) to the effect that the Agent B. ▇▇▇▇▇ Securities may rely on a prior the opinion or negative assurance letter previously delivered under this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion letter shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented as of the date of the Reliance Letter).

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent (i) the written opinion and negative assurance of this AgreementS▇▇▇▇▇▇▇ & Worcester LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“SEC Counsel”), and (ii) the written opinion of D▇▇▇▇▇ ▇▇▇▇, Esq., intellectual property counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Intellectual Property Counsel” and, together with SEC Counsel, “Company Counsel”), in each case substantially in the forms previously agreed between the Company and the Sales Agent. Thereafter, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B pursuant to Section 7(m) for which no waiver is applicableapplicable pursuant to Section 7(m), and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(q) was in effect, unless the Agent agrees otherwisenot more than once per calendar quarter, the Company shall cause to be furnished to the Sales Agent (i) a the written opinion, a opinion and negative assurance letter and a written tax opinion of Hunton & ▇▇▇▇▇▇▇▇ LLP, counsel for each Company Counsel substantially in the forms previously agreed between the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of ▇▇▇▇▇▇▇ LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either caseSales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of ; provided, however, that if each Company Counsel has previously furnished to the opinions Sales Agent such written opinion and negative assurance letter of such counsel, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each Company Counsel and Maryland Counsel required to be furnished to the Agent pursuant to this Section 7(r) on subsequent may, in respect of any future Representation DatesDate, Company Counsel and Maryland Counsel may furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent may rely on a the prior opinion or and negative assurance letter of such counsel delivered under pursuant to this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented to the date of such Reliance Letter).

Legal Opinion. On or prior to the date of this Agreementthe first Placement Notice given hereunder the Company shall cause to be furnished to ▇. ▇▇▇▇▇ Securities (i) a written opinion and a negative assurance letter of ▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP (“Company Counsel”), or other counsel reasonably satisfactory to ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, in the form attached hereto as Exhibit 7(n)(1), as to corporate and securities matters, (ii) a written opinion of Company Counsel in the form attached hereto as Exhibit 7(n)(2), as to tax matters, (iii) a written opinion of ▇▇▇▇▇▇ Bond ▇▇▇▇▇▇▇▇▇ (US) LLP, Maryland counsel to the Company, in the form attached hereto as Exhibit 7(n)(3), (iv) a written opinion of ▇▇▇▇▇ ▇▇▇▇▇▇, general counsel of the Company, in the form attached hereto as Exhibit 7(n)(4), and (v) a written opinion and a negative assurance letter of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP (“Placement Agent Counsel”), or other counsel reasonably satisfactory to ▇. ▇▇▇▇▇ Securities, each in form and substance reasonably satisfactory to ▇. ▇▇▇▇▇ Securities. Thereafter, within three five (35) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B 7(m) for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(q) was in effect, unless the Agent agrees otherwise, the Company shall cause to be furnished to the Agent (i) a written opinion, a negative assurance letter and a written tax opinion of Hunton & ▇▇▇. ▇▇▇▇▇ LLP, counsel for Securities the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of ▇▇▇▇▇▇▇ LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either case, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of the opinions and negative assurance letter of Company Counsel and Maryland Placement Agent Counsel required in form and substance reasonably satisfactory to be furnished to ▇. ▇▇▇▇▇ Securities; provided that, in lieu of any such opinion or negative assurance for subsequent periodic filings under the Agent pursuant to this Section 7(r) on subsequent Representation DatesExchange Act, Company Counsel and Maryland Placement Agent Counsel may furnish the Agent ▇. ▇▇▇▇▇ Securities with a letter (a “Reliance Letter”) to the effect that the Agent ▇. ▇▇▇▇▇ Securities may rely on a prior the opinion or negative assurance letter previously delivered under this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion letter shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented as of the date of the Reliance Letter).

Legal Opinion. On the date of this Agreement, Agreement and within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(q7(o) was in effect, unless the Agent agrees Agents agree otherwise, the Company shall cause to be furnished to the Agent Agents (i) a written opinion, and a negative assurance letter and a written an opinion with respect to certain tax opinion matters of Hunton L▇▇▇▇▇ & W▇▇▇▇▇▇▇▇ , LLP, counsel for the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit CC-1, Exhibit D C-2 and Exhibit E, C-3 respectively, and (ii) a written opinion of ▇V▇▇▇▇▇▇ LLP, special Maryland counsel for the Company and the Operating Partnership (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit FD and (iii) a written opinion of the general counsel of the Company substantially similar to the form attached hereto as Exhibit E, in either case, each modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that, for the avoidance of doubt, the Company shall not be required to furnish any such letters at any time where no Placement Notice is pending until such time as the Company delivers its next Placement Notice. In lieu of the opinions and negative assurance letter of Company Counsel and Maryland Counsel required to be furnished to the Agent Agents pursuant to this Section 7(r7(p) on subsequent Representation Dates, Company Counsel and Maryland Counsel may furnish the Agent Agents with a letter (a “Reliance Letter”) to the effect that the Agent Agents may rely on a prior opinion or negative assurance letter delivered under this Section 7(r7(p) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplemented).

Legal Opinion. On or prior to the date of this Agreement, First Delivery Date and within three one (31) Trading Days after Day of each Representation subsequent Bring-Down Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B 7(m) for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(q) was in effect, unless the Agent agrees otherwise, the Company shall cause to be furnished to the Agent (i) ▇▇ ▇▇▇▇▇ a written opinion, a opinion and negative assurance letter and a written tax opinion of Hunton ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Company and the Operating Partnership LLP (“Company Counsel”), dated the date such opinions ) and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of ▇▇▇▇▇▇▇ Procter LLP, special Maryland intellectual property counsel for to the Company (“Maryland Company IP Counsel”), or other counsel reasonably satisfactory to ▇▇ ▇▇▇▇▇, in form and substance reasonably satisfactory to ▇▇ ▇▇▇▇▇ and its counsel, dated the date such opinion is that the opinions or negative assurance letters are required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either case, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In ; provided, however, that the Company shall be required to furnish no more than one opinion of Company IP Counsel per Annual Report on Form 10-K filed by the Company unless such opinion relates to the filing of a current report on Form 8-K with respect to any material acquisition by the Company after the date of this Agreement or in connection with a Block Sale; provided, further that in lieu of the such opinions and or negative assurance letter of Company Counsel and Maryland Counsel required to be furnished to the Agent pursuant to this Section 7(r) on letters for subsequent Representation Bring-Down Dates, Company Counsel and Maryland Counsel or Company IP Counsel, as applicable, may furnish the Agent ▇▇ ▇▇▇▇▇ with a letter (a “Reliance Letter”) to the effect that the Agent ▇▇ ▇▇▇▇▇ may rely on a prior opinion or negative assurance letter delivered under this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented at such Bring-Down Date).

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent the written opinion and negative assurance of this Agreement(i) S▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP, as counsel to the Company (“Company Counsel”), (ii) W▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & P▇▇▇▇▇▇ LLP (“W▇▇▇▇▇▇▇▇”), pertaining to certain legal matters regarding U.S. federal income tax matters, and (iii) V▇▇▇▇▇▇ LLP (“V▇▇▇▇▇▇”), substantially in the form previously agreed between the Company and the Sales Agent. Thereafter, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B pursuant to Section 7(m) for which no waiver is applicableapplicable pursuant to Section 7(m), and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(q) was in effect, unless the Agent agrees otherwisenot more than once per calendar quarter, the Company shall cause to be furnished to the Sales Agent (i) a the written opinionopinions and negative assurances of Company Counsel, a negative assurance letter Whiteford, and a written tax opinion of Hunton & ▇▇V▇▇▇▇▇▇ LLP, counsel for substantially in the form previously agreed between the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of ▇▇▇▇▇▇▇ LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either caseSales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of the opinions and negative assurance letter of ; provided, however, that if Company Counsel and Maryland Counsel required to be Counsel, W▇▇▇▇▇▇▇▇, or Venable has previously furnished to the Sales Agent pursuant to this Section 7(r) on subsequent such written opinion and negative assurance, in substantially the form previously agreed between the Company and the Sales Agent, then Company Counsel, Whiteford, and V▇▇▇▇▇▇ may, in respect of any future Representation DatesDate, Company Counsel and Maryland Counsel may furnish the Sales Agent with a letter signed by such counsel (a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent may rely on a the prior opinion or and negative assurance letter of such counsel delivered under pursuant to this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented to the date of such Reliance Letter).

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent (i) the written opinion and negative assurance letter of this Agreement▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as U.S. counsel to the Company (“U.S. Company Counsel”) and (ii) the written opinion of ▇▇▇▇▇▇ and ▇▇▇▇▇▇ (Cayman) LLP, as Cayman Islands counsel to the Company (“Cayman Islands Company Counsel”) or other counsel reasonably satisfactory to the Sales Agent (U.S. Company Counsel and Cayman Islands Company Counsel, together, “Company Counsel”), substantially in the forms previously agreed between the Company and the Sales Agent. Thereafter, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B pursuant to Section 7(m) for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in applicable pursuant to Section 7(q) was in effect, unless the Agent agrees otherwise7(m), the Company shall cause to be furnished to the Sales Agent (i) a the written opinion, a opinions and negative assurance letter and a written tax opinion letters, as applicable, of Hunton & ▇▇▇▇▇▇▇▇ LLP, counsel for Company Counsel substantially in the forms previously agreed between the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of ▇▇▇▇▇▇▇ LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either caseSales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of ; provided, however, that if Company Counsel has previously furnished to the opinions Sales Agent such written opinion and negative assurance letter of such counsel, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each Company Counsel and Maryland Counsel required to be furnished to the Agent pursuant to this Section 7(r) on subsequent may, in respect of any future Representation DatesDate, Company Counsel and Maryland Counsel may furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such written opinion and negative assurance letter of such counsel, as applicable, to the effect that the Sales Agent may rely on a the prior written opinion or and negative assurance letter of such counsel, as applicable, delivered under pursuant to this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior written opinion and negative assurance letter shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented to the date of such Reliance Letter).

Legal Opinion. On or prior to the date of this Agreementthe first Placement Notice given hereunder the Company shall cause to be furnished to the Agent a written opinion and a negative assurance letter of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (“Company Counsel”), or other counsel reasonably satisfactory to the Agent, each in form and substance reasonably satisfactory to the Agent. Thereafter, within three five (35) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B 7(l) for which no waiver is applicableapplicable (but in the case of Section 7(l)(iv), and the date of the Placement Notice only if such Placement Notice is delivered during a period for which the waiver described in Section 7(q) was in effect, unless requested by the Agent agrees otherwisein its sole discretion), the Company shall cause to be furnished to the Agent (i) a written opinion, a negative assurance letter and a written tax opinion of Hunton & ▇▇▇▇▇▇▇▇ LLP, counsel for the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of ▇▇▇▇▇▇▇ LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either case, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of the opinions and negative assurance letter of Company Counsel in form and Maryland Counsel required to be furnished substance reasonably satisfactory to the Agent pursuant to this Section 7(r) on Agent; provided that, in lieu of such negative assurance letter for subsequent Representation Datesperiodic filings under the Exchange Act, Company Counsel and Maryland Counsel counsel may furnish the Agent with a letter (a “Reliance Letter”) to the effect that the Agent may rely on a prior opinion or the negative assurance letter previously delivered under this Section 7(r7(m) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion letter shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented as of the date of the Reliance Letter). The requirement to cause to be furnished the opinions and negative assurance letters pursuant to this Section 7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending and the Company does not expect to deliver a Placement Notice during the period following the appliable Representation Date. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company did not cause to be furnished to the Agent the opinions and negative assurance letters under this Section 7(m), then before the Agent sells any Placement Shares, the Company shall cause to be furnished to the Agent the opinions and negative assurance letters under this Section 7(m) dated the date of the Placement Notice.

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent (i) the written opinion and negative assurance letter of this Agreement▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, as U.S. legal counsel to the Company (“U.S. Counsel”), and (ii) the written opinion of Mourant Ozannes (Cayman) LLP, as Cayman Islands legal counsel to the Company (“Cayman Islands Counsel”), or other counsel reasonably satisfactory to the Sales Agent and its counsel (such U.S. Counsel, and Cayman Islands Counsel, together, “Company Counsels”), substantially in the forms previously agreed between the Company and the Sales Agent. Thereafter, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B pursuant to Section 7(m) for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in applicable pursuant to Section 7(q) was in effect, unless the Agent agrees otherwise7(m), the Company shall cause to be furnished to the Sales Agent (i) a the written opinion, a opinions and negative assurance letter and a written tax opinion letters, as applicable, of Hunton & ▇▇▇▇▇▇▇▇ LLPCompany Counsels, counsel for substantially in the forms previously agreed between the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of ▇▇▇▇▇▇▇ LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either caseSales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus or report as then amended or supplemented. In lieu of ; provided, however, that if Company Counsels has previously furnished to the opinions Sales Agent such written opinion and negative assurance letter of such counsel, in each case substantially in the forms previously agreed between the Company Counsel and Maryland Counsel required to be furnished to the Agent pursuant to this Section 7(r) on subsequent Sales Agent, then such counsel may, in respect of any future Representation DatesDate, Company Counsel and Maryland Counsel may furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such written opinion and negative assurance letter of such counsel, as applicable, to the effect that the Sales Agent may rely on a the prior written opinion or and negative assurance letter of such counsel, as applicable, delivered under pursuant to this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior written opinion and negative assurance letter shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented to the date of such Reliance Letter).

Legal Opinion. On or prior to the date of this Agreementthe first Placement Notice given hereunder the Company shall cause to be furnished to the Agents a written opinion and a negative assurance letter of C▇▇▇▇▇ LLP (“U.S. Company Counsel”) and a written opinion of O▇▇▇▇ (“Cayman Islands Company Counsel”), or other counsel reasonably satisfactory to the Agents, each in form and substance reasonably satisfactory to the Agents. Thereafter, within three five (35) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B 7(l) for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(q) was in effect, unless the Agent agrees otherwise, the Company shall cause to be furnished to the Agent (i) a written opinion, Agents a negative assurance letter of U.S. Company Counsel in form and a written tax opinion substance reasonably satisfactory to the Agents; provided that, in lieu of Hunton & ▇▇▇▇▇▇▇▇ LLP, counsel for the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be deliveredfor subsequent periodic filings under the Exchange Act, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of ▇▇▇▇▇▇▇ LLP, special Maryland counsel for the U.S. Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either case, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of the opinions and negative assurance letter of Company Counsel and Maryland Counsel required to be furnished to the Agent pursuant to this Section 7(r) on subsequent Representation Dates, Company Counsel and Maryland Counsel may furnish the Agent Agents with a letter (a “Reliance Letter”) to the effect that the Agent Agents may rely on a prior opinion or the negative assurance letter previously delivered by such counsel under this Section 7(r7(m) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion letter shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented as of the date of such Reliance Letter)., provided that the Company shall be required to furnish (i) no more than one negative assurance letter of U.S. Company Counsel hereunder per each filing of an annual report on Form 20-F and Form 6-K including interim unaudited financial statements, and (ii) no more than one written opinion of U.S. Company Counsel and Cayman Islands Company Counsel hereunder per each filing of an annual report on Form 20-F.

Legal Opinion. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement, Agreement and within three (3) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B G for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(q) was in effect, unless the Agent agrees otherwise, the Company shall cause to be furnished to the Agent W▇▇▇▇ Fargo Securities (i) a written opinion, a opinion and negative assurance letter and a written tax opinion of Hunton & ▇▇Akin Gump S▇▇▇▇▇▇ LLP, counsel for the Company and the Operating Partnership H▇▇▇▇ & F▇▇▇ LLP (“Company Counsel”), dated the date such opinions and negative assurance letter are required or other counsel reasonably satisfactory to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of ▇▇▇W▇▇▇▇ LLPFargo Securities, special Maryland counsel for the Company (“Maryland Counsel”)in form and substance reasonably satisfactory to W▇▇▇▇ Fargo Securities and its counsel, dated the date such that the opinion is required to be delivered, the opinion of which is substantially similar to the form attached hereto as Exhibit F, in either caseE, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented, (ii) a written opinion of M▇▇▇ ▇. In lieu ▇▇▇▇▇, Senior Vice President and General Counsel of the opinions Company (the “General Counsel”), or other counsel reasonably satisfactory to W▇▇▇▇ Fargo Securities, in form and negative assurance letter of Company Counsel substance reasonably satisfactory to W▇▇▇▇ Fargo Securities and Maryland Counsel its counsel, dated the date that the opinion is required to be furnished delivered, substantially similar to the Agent pursuant to this Section 7(r) on form attached hereto as Exhibit F; provided, however, that in lieu of such opinions for subsequent Representation Dates, Company Counsel and Maryland the General Counsel may furnish the Agent W▇▇▇▇ Fargo Securities with a letter (a “Reliance Letter”) to the effect that the Agent W▇▇▇▇ Fargo Securities may rely on a prior opinion or negative assurance letter delivered under this Section 7(r7(q) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented at such Representation Date); provided further, however, that the obligation of the Company under this Section 7(q) shall be deferred during any suspension period as described in Section 4.

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent (i) the written opinion and negative assurances of this AgreementPorter, Wright, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“SEC Counsel”) and (ii) the written opinion of ▇▇▇▇▇▇▇▇ Carano LLP, as local Nevada counsel to the Company (“Nevada Counsel” and together with SEC Counsel, “Company Counsel”) substantially in the forms previously agreed between the Company and the Sales Agent. Thereafter, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B pursuant to Section 7(m) for which no waiver is applicableapplicable pursuant to Section 7(m), and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(q) was in effect, unless the Agent agrees otherwisenot more than once per calendar quarter, the Company shall cause to be furnished to the Sales Agent (i) a the written opinionopinions and, a as applicable, negative assurance letter and a written tax opinion of Hunton & ▇▇▇▇▇▇▇▇ LLP, counsel for each Company Counsel substantially in the forms previously agreed between the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of ▇▇▇▇▇▇▇ LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either caseSales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of the opinions and negative assurance letter of ; provided, however, that if Company Counsel and Maryland Counsel required to be has previously furnished to the Sales Agent pursuant to this Section 7(r) on subsequent Representation Datessuch written opinions and, as applicable, negative assurance of such counsel, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each Company Counsel and Maryland Counsel may may, in respect of any future Representation Date, furnish the Sales Agent with a letter signed by such Company Counsel (each, a “Reliance Letter”) in lieu of such opinions and, as applicable, negative assurance of Company Counsel to the effect that the Sales Agent may rely on a the prior opinion or opinions and, as applicable, negative assurance letter of Company Counsel delivered under pursuant to this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion opinions and negative assurance (as applicable) shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented to the date of such Reliance Letter).

Legal Opinion. On or prior to the date of this Agreementthe first Placement Notice delivered hereunder, the Company shall cause to be furnished to the Agent a written opinion and negative assurance letter of S▇▇▇▇▇▇▇, Loop & K▇▇▇▇▇▇▇ LLP ("Company Counsel"), or other counsel reasonably satisfactory to the Agent, in form and substance satisfactory to Agent and its counsel. Thereafter, (i) within three five (35) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B pursuant to Section 7(l)(ii) for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(q) was in effect, unless the Agent agrees otherwise, the Company shall cause to be furnished to the Agent (i) a written opinion, a negative assurance letter and a written tax an opinion of Hunton & ▇▇▇▇▇▇▇▇ LLP, counsel for the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of ▇▇▇▇▇▇▇ LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, Counsel substantially similar to the form attached hereto as Exhibit F, in either casepreviously provided to the Agent and its counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of the opinions date thereof and (ii) within five (5) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(l)(i), (iii) or (iv) for which no waiver is applicable, the Company shall cause to be furnished to the Agent a negative assurance letter of Company Counsel and Maryland Counsel required substantially similar to be furnished the form previously provided to the Agent pursuant and its counsel, modified, as necessary, to this Section 7(r) on relate to the Registration Statement and the Prospectus as of the date thereof, provided that the Company shall be required to furnish to the Agent no more than one opinion and/or negative assurance letter hereunder per calendar quarter; provided, further, that in lieu of such opinions and/or negative assurance letters for subsequent Representation Datesperiodic filings under the Exchange Act, Company Counsel and Maryland Counsel counsel may furnish the Agent with a letter (a “"Reliance Letter”") to the effect that the Agent may rely on a prior opinion or and/or negative assurance letter delivered under this Section 7(r7(m) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion and/or negative assurance letter shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented as of the date of the Reliance Letter).

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent (i) the written opinion and negative assurance of this Agreement▇▇▇▇▇▇▇▇ & Worcester LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“SEC Counsel”) and (ii) the written opinion of ▇▇▇▇▇ ▇▇▇▇▇ Singapore LLP, as Cayman Islands counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Cayman Counsel”), in each case substantially in the forms previously agreed between the Company and the Sales Agent. Thereafter, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B pursuant to Section 7(m) for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in applicable pursuant to Section 7(q) was in effect, unless the Agent agrees otherwise7(m), the Company shall cause to be furnished to the Sales Agent (i) a the written opinion, a opinion and negative assurance letter of SEC Counsel and a the written tax opinion of Hunton & ▇▇▇▇▇▇▇▇ LLP, counsel for Cayman Counsel substantially in the forms previously agreed between the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of ▇▇▇▇▇▇▇ LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either caseSales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of ; provided, however, that if SEC Counsel has previously furnished to the Sales Agent such written opinions and negative assurance letter of Company such counsel, and if Cayman Counsel and Maryland Counsel required to be has previously furnished to the Sales Agent pursuant to this Section 7(r) on subsequent Representation Datessuch written opinions of such counsel, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then SEC Counsel and Maryland Cayman Counsel may may, in respect of any future Representation Date, furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel (as applicable) to the effect that the Sales Agent may rely on a the prior opinion or and negative assurance letter of such counsel (as applicable) delivered under pursuant to this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion and negative assurance (as applicable) shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented to the date of such Reliance Letter).

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent (i) the written opinions and negative assurances of this AgreementLoeb & Loeb LLP, counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”), and (ii) the written opinions and negative assurances of D▇▇▇▇ ▇▇▇▇▇▇ LLP and Davidson K▇▇▇▇▇ LLC, intellectual property counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company IP Counsel”), in each case in form and substance reasonably satisfactory to the Sales Agent. Thereafter, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B pursuant to Section 7(m) for which no waiver is applicableapplicable pursuant to Section 7(m), and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(q) was in effect, unless the Agent agrees otherwisenot more than once per calendar quarter, the Company shall cause to be furnished to the Sales Agent (i) a the written opinion, a opinions and negative assurance letter of Company Counsel and a written tax opinion of Hunton & ▇▇▇▇▇▇▇▇ LLP, counsel for Company IP Counsel substantially in the form previously agreed between the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of ▇▇▇▇▇▇▇ LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either caseSales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of ; provided, however, that if Company Counsel or Company IP Counsel has previously furnished to the Sales Agent such written opinions and negative assurance letter substantially in the form previously agreed between the Company and the Sales Agent, such counsel may, in respect of Company Counsel and Maryland Counsel required to be furnished to the Agent pursuant to this Section 7(r) on subsequent any future Representation DatesDate, Company Counsel and Maryland Counsel may furnish the Sales Agent with a letter (a “Reliance Letter”) in lieu of such opinions and negative assurance to the effect that the Sales Agent may rely on a the prior opinion or opinions and negative assurance letter of such counsel delivered under pursuant to this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented to the date of such Reliance Letter).

Legal Opinion. On or prior to the date of this Agreement, First Delivery Date and within three (3) Trading Days after of each Representation Bring-Down Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B 7(m) for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(q) was in effect, unless the Agent agrees otherwise, the Company shall cause to be furnished to the Agent (i) Cowen a written opinion, a intellectual property opinion and negative assurance letter and a written tax opinion of Hunton ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Company and the Operating Partnership LLP (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to that the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of ▇▇▇▇▇▇▇ LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either caserespectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of ; provided, however, that the opinions and Company shall not be required to furnish any such letter if the Company does not intend to deliver a Placement Notice in such calendar quarter until such time as the Company delivers its next Placement Notice; provided, further, that the Company’s obligation to have Company Counsel furnish a negative assurance letter is conditioned upon counsel to Cowen furnishing a negative assurance letter dated as of Company Counsel and Maryland Counsel required to be furnished to the Agent pursuant to this Section 7(r) on same such date; provided, further, that in lieu of such opinions for subsequent Representation Bring-Down Dates, Company Counsel and Maryland Counsel counsel may furnish the Agent Cowen with a letter (a “Reliance Letter”) to the effect that the Agent Cowen may rely on a prior opinion or negative assurance letter delivered under this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Bring-Down Date). On or prior to the First Delivery Date and within three (3) Trading Days of each Form 10-K Bring-Down Date, beginning with the Form 10-K for the fiscal year ended March 31, 2024, the Company shall cause to be furnished to Cowen a written intellectual property opinion of the Company’s internal counsel (“Company IP Counsel”), or other counsel reasonably satisfactory to Cowen, in form and substance satisfactory to Cowen and its counsel, dated the date that the opinion is required to be delivered, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented).

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent (i) the written opinion and negative assurance letter of this Agreement▇▇▇▇▇▇▇▇ & English, LLP, as U.S. legal counsel to the Company (“U.S. Counsel”), and (ii) the written opinion of ▇▇▇▇▇▇ and ▇▇▇▇▇▇ (Cayman) LLP, as Cayman Islands legal counsel to the Company (“Cayman Islands Counsel”), or other counsel reasonably satisfactory to the Sales Agent and U.S. Sales Agent Counsel (U.S. Counsel, and Cayman Islands Counsel, together, “Company Counsels”), substantially in the forms previously agreed between the Company and the Sales Agent. Thereafter, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B pursuant to Section 7(m) for which no waiver is applicableapplicable pursuant to Section 7(m), and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(q) was in effect, unless the Agent agrees otherwise, the The Company shall cause to be furnished to the Sales Agent (i) a the written opinion, a opinions and negative assurance letter and a written tax opinion letters, as applicable, of Hunton & ▇▇▇▇▇▇▇▇ LLPCompany Counsels, counsel for substantially in the forms previously agreed between the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of ▇▇▇▇▇▇▇ LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either caseSales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of ; provided, however, that if Company Counsels or U.S. Sales Agent Counsel has previously furnished to the opinions Sales Agent such written opinion and negative assurance letter of such counsel, in each case substantially in the forms previously agreed between the Company Counsel and Maryland Counsel required to be furnished to the Agent pursuant to this Section 7(r) on subsequent Sales Agent, then such counsel may, in respect of any future Representation DatesDate, Company Counsel and Maryland Counsel may furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such written opinion and negative assurance letter of such counsel, as applicable, to the effect that the Sales Agent may rely on a the prior written opinion or and negative assurance letter of such counsel, as applicable, delivered under pursuant to this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior written opinion and negative assurance letter shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented to the date of such Reliance Letter).

Legal Opinion. (i) On or prior to the First Delivery Date, the Company shall cause to be furnished to Cowen a written opinion and negative assurance statement of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (“Company Counsel”) and a written opinion of each of ▇▇▇▇▇▇ LLP, ▇▇▇▇▇▇▇ Procter LLP and ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, intellectual property counsel to the Company (“IP Counsel”), or other counsel reasonably satisfactory to Cowen, in form and substance reasonably satisfactory to Cowen and its counsel, each dated as of the date of this Agreementdelivery, and (ii) within three the later of (3A) two (2) Trading Days after of each Representation Bring-Down Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B for which no waiver is applicable, and 7(m) or (B) the date of the Placement Notice if such a Placement Notice is first delivered during by the Company following a period for which the waiver described in Section 7(q) was in effect, unless the Agent agrees otherwiseBring-Down Date, the Company shall cause to be furnished to the Agent (i) a written opinion, Cowen a negative assurance letter and a written tax opinion of Hunton & ▇▇▇▇▇▇▇▇ LLP, counsel for the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of ▇▇▇▇▇▇▇ LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either case, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of the opinions and negative assurance letter statement of Company Counsel and Maryland Counsel legal opinions of IP Counsel, each dated as of the date of delivery, in form and substance reasonably satisfactory to Cowen and its counsel; provided, however, with respect to a Bring-Down Date on which the Company files its annual report on Form 10-K the Company shall not be required to be furnished furnish any such negative assurance statement of Company Counsel or opinions of IP Counsel if the Company does not intend to deliver a Placement Notice in such calendar year until such time as the Agent pursuant to this Section 7(rCompany delivers its next Placement Notice; provided, further, that (a) on in lieu of such negative assurance statements from Company Counsel for subsequent Representation Bring-Down Dates, Company Counsel and Maryland Counsel may furnish the Agent Cowen with a letter (a “Reliance Letter”) to the effect that the Agent Cowen may rely on a prior opinion or negative assurance letter statements delivered under this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion negative assurance statements shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplemented)supplemented at such Bring-Down Date) and (b) in lieu of such opinions from IP Counsel for subsequent Bring-Down Dates, the Company may provide a representation within the certificate contemplated to be delivered pursuant to Section 7(m) certifying that there have been no material changes to Company Intellectual Property since the last delivery of opinions from IP Counsel.

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent (i) the written opinion and negative assurance letter of this AgreementM▇▇▇▇▇▇▇ & English, LLP, as U.S. legal counsel to the Company (“U.S. Counsel”) , and (ii) the written opinion of J▇▇▇▇▇▇▇ & Gongcheng Law Firm, as PRC counsel to the Company (“PRC Counsel,” together with U.S. Counsel, “Company Counsels”), substantially in the forms reasonably satisfactory to the Sales Agent. Thereafter, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B pursuant to Section 7(m) for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in applicable pursuant to Section 7(q) was in effect, unless the Agent agrees otherwise7(m), the Company shall cause to be furnished to the Sales Agent (i) a the written opinion, a negative assurance letter and a written tax opinion of Hunton & ▇▇▇▇▇▇▇▇ LLP, counsel for the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be deliveredletter, as applicable, of Company Counsel, substantially similar in the forms reasonably satisfactory to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of ▇▇▇▇▇▇▇ LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either caseSales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of ; provided, however, that if Company Counsel has previously furnished to the opinions Sales Agent such written opinion and negative assurance letter of such counsel, in each case substantially in the forms previously agreed between the Company Counsel and Maryland Counsel required to be furnished to the Agent pursuant to this Section 7(r) on subsequent Sales Agent, then such counsel may, in respect of any future Representation DatesDate, Company Counsel and Maryland Counsel may furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such written opinion and negative assurance letter of such counsel, as applicable, to the effect that the Sales Agent may rely on a the prior written opinion or and negative assurance letter of such counsel, as applicable, delivered under pursuant to this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior written opinion and negative assurance letter shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented to the date of such Reliance Letter). Notwithstanding anything to the contrary herein, the Company will not be required to furnish the Sales Agent more than one opinion per Company Counsel hereunder per calendar quarter.

Legal Opinion. On or prior to the date of this Agreementthe first Placement Notice given hereunder the Company shall cause to be furnished to the Agents (i) a written opinion and a negative assurance letter of ▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP (“Company Counsel”), or other counsel reasonably satisfactory to the Agents, in the form attached hereto as Exhibit 7(n)(1), as to corporate and securities matters, (ii) a written opinion of Company Counsel in the form attached hereto as Exhibit 7(n)(2), as to tax matters, (iii) a written opinion of ▇▇▇▇▇▇ Bond ▇▇▇▇▇▇▇▇▇ (US) LLP, Maryland counsel to the Company, in the form attached hereto as Exhibit 7(n)(3), (iv) a written opinion of ▇▇▇▇▇ ▇▇▇▇▇▇, general counsel of the Company, in the form attached hereto as Exhibit 7(n)(4), and (v) a written opinion and a negative assurance letter of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP (“Placement Agent Counsel”), or other counsel reasonably satisfactory to the Agents, each in form and substance reasonably satisfactory to the Agents. Thereafter, within three five (35) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B 7(m) for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(q) was in effect, unless the Agent agrees otherwise, the Company shall cause to be furnished to the Agent (i) a Agents the written opinion, a negative assurance letter and a written tax opinion of Hunton & ▇▇▇▇▇▇▇▇ LLP, counsel for the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of ▇▇▇▇▇▇▇ LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit F, in either case, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In lieu of the opinions and negative assurance letter of Company Counsel and Maryland Placement Agent Counsel required to be furnished in form and substance reasonably satisfactory to the Agent pursuant to this Section 7(r) on Agents; provided that, in lieu of any such opinion or negative assurance for subsequent Representation Datesperiodic filings under the Exchange Act, Company Counsel and Maryland Placement Agent Counsel may furnish the Agent Agents with a letter (a “Reliance Letter”) to the effect that the Agent Agents may rely on a prior the opinion or negative assurance letter previously delivered under this Section 7(r7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion letter shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented as of the date of the Reliance Letter).

Legal Opinion. On or prior to the date of this Agreementthe first Placement Notice given hereunder, the Company shall cause to be furnished to BP a written opinion and letter of ▇▇▇▇▇▇ LLP, or such other counsel reasonably satisfactory to BP (“Company Counsel”), covering opinions and statements substantially in the forms attached hereto as Exhibits 7(m)(1) and 7(m)(2). Thereafter within three five (35) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit B 7(l) for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(q) was in effect, unless the Agent agrees otherwise, the Company shall cause to be furnished to the Agent (i) BP a written opinion, a negative assurance letter and a written tax opinion of Hunton & ▇▇▇▇▇▇▇▇ LLP, counsel for the Company and the Operating Partnership (“Company Counsel”), dated the date such opinions and negative assurance letter are required to be delivered, Counsel covering statements substantially similar to the forms attached hereto as Exhibit C, Exhibit D and Exhibit E, respectively, and (ii) a written opinion of ▇▇▇▇▇▇▇ LLP, special Maryland counsel for the Company (“Maryland Counsel”), dated the date such opinion is required to be delivered, substantially similar to in the form attached hereto as Exhibit F, in either caseExhibits 7(m)(2), modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented. In ; provided, however, the Company shall be required to furnish to BP no more than one letter hereunder per calendar quarter and the Company shall not be required to furnish such letter if the Company does not intend to deliver a Placement Notice in such calendar quarter until such time as the Company delivers its next Placement Notice; provided, further, that in lieu of such letters for subsequent periodic filings under the opinions and negative assurance letter of Company Counsel and Maryland Counsel required to be furnished to the Agent pursuant to this Section 7(r) on subsequent Representation DatesExchange Act, Company Counsel and Maryland Counsel counsel may furnish the Agent BP with a letter (a “Reliance Letter”) to the effect that the Agent BP may rely on a prior opinion or negative assurance letter delivered under this Section 7(r7(m) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion letter shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented as of the date of the Reliance Letter).. Notwithstanding anything to the contrary set forth herein, each obligation of the Company to cause to be furnished to BP a letter of Company Counsel substantially in the form attached hereto as Exhibit 7(m)(2) shall be conditioned upon the concurrent delivery to BP of a letter of LeClairRyan, or other counsel to BP reasonably acceptable to BP (“BP Counsel”), covering statements substantially similar to those covered by such letter of Company Counsel