Common use of Opinions of Counsel Clause in Contracts

Opinions of Counsel. (i) Prior to or at the first delivery of an Issuance Notice, and each time the Registration Statement or the Prospectus is amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency Agreements, or (y) a Current Report on Form 8-K, unless, filed during a Selling Period and reasonably requested by the Agent within five days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such date, a “Registration Statement Amendment Date”) or (ii) otherwise after each reasonable request by the Agent (each date of any such request by the Agent, an “Opinion Request Date”), the Company shall as soon as practicable thereafter furnish or cause to be furnished to the Agent a written opinion of Xxxxxx Xxxxxxxx LLP, counsel for the Company, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to the Agent, (i) if such counsel has previously furnished an opinion to the effect set forth in Exhibit B hereto, to the effect that the Agent may rely on such previously furnished opinion of such counsel to the same extent as though they were dated the date of such letter authorizing reliance (except that the statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or (ii) if such counsel has not previously furnished an opinion to the effect set forth in Exhibit B hereto, of the same tenor as such opinion of such counsel but modified to relate to the Registration Statement, the Prospectus and the General Disclosure Package (other than the offering price of any Common Shares) as amended and supplemented to such date; provided, however, that the Company shall have the right in its sole discretion to suspend the delivery of all such opinions otherwise required by this Section 4.07 if the Company does not expect to deliver an Issuance Notice with respect to the Common Shares; and provided, further, that the delivery of each such opinion on or prior to the date of such Issuance Notice shall be a condition precedent to the delivery by the Company of an Issuance Notice with respect to the Common Shares;

Opinions of Counsel. (i) Prior to On or at before the first delivery of an Issuance NoticeClosing Date, and each time the Registration Statement Lender shall have received from Xxxxxx, Xxxxxxx & Xxxxxx, LLP or the Prospectus is amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency Agreements, or (y) a Current Report on Form 8-K, unless, filed during a Selling Period and reasonably requested by the Agent within five days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such date, a “Registration Statement Amendment Date”) or (ii) otherwise after each reasonable request by the Agent (each date of any such request by the Agent, an “Opinion Request Date”), the Company shall as soon as practicable thereafter furnish or cause to be furnished to the Agent a written opinion of Xxxxxx Xxxxxxxx LLP, legal counsel for the CompanyBorrowers satisfactory to Lender, dated the date of such amendmentwritten legal opinions, supplement or incorporation and each in form reasonably satisfactory and substance acceptable to the AgentLender, (i) if as to such counsel has previously furnished an opinion to the effect set forth in Exhibit B heretomatters as Lender shall request, including opinions to the effect that (i) each of the Agent may rely on such previously furnished opinion Borrower Parties is duly formed, validly existing, and in good standing in its state of such counsel to organization and, in the same extent as though they were dated the date case of such letter authorizing reliance (except that the statements each Borrower, in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or each state where its Property is located, (ii) if such counsel has not previously furnished this Loan Agreement and the Loan Documents have been duly authorized, executed and delivered and are enforceable in accordance with their terms subject to customary qualifications for bankruptcy, general equitable principles, and other customary assumptions and qualifications; (iii) the Deposit Account Agreement and Cash Management Agreement have been duly authorized, executed and delivered by Borrower and Manager and are enforceable in accordance with their terms and the security interests in favor of Lender in the Account Collateral have been validly created and perfected; and (iv) no Borrower, Member or General Partner would be consolidated in any bankruptcy proceeding affecting Guarantor or certain other Affiliates of the Borrower Parties specified by Lender. Also on or before the Closing Date, Lender shall have received the following legal opinions, each in form and substance acceptable to Lender: (a) an opinion of the Borrowers' local counsel in each state where the Properties are located as to the effect set forth in Exhibit B heretoenforceability of, and the creation and perfection of Liens under, the Mortgages and the Assignments of Leases and such other matters as Lender may reasonably request; (b) [intentionally omitted]; (c) opinions of Xxxxxxxx, Xxxxxx & Finger or other Delaware legal counsel, acceptable to Lender, for each Borrower that is a single member limited liability company formed under the laws of the same tenor as such opinion State of such counsel but modified to relate to Delaware that, among other matters, (1) under Delaware law (x) the Registration Statement, the Prospectus prior unanimous written consent of Member (and the General Disclosure Package unanimous written consent of the board of directors of Member including the Independent Directors, or the unanimous prior written consent of the board of managers' of each Borrower, including the Independent Directors') would be required for a voluntary bankruptcy filing by each such Borrower, (other than y) the offering price prior unanimous written consent of the board of directors of Member (including the Independent Directors) would be required for a voluntary bankruptcy filing by Member, (z) such unanimous consent requirements are enforceable against Member in accordance with their terms; (2) under Delaware law the bankruptcy or dissolution of Member would not cause the dissolution of any Common Sharesof the Borrowers and the bankruptcy or dissolution of the sole shareholder or member would not cause the dissolution of Member; (3) as amended and supplemented to such date; providedunder Delaware law, however, that the Company creditors of Member shall have the right in its sole discretion to suspend the delivery of all such opinions otherwise required by this Section 4.07 if the Company does not expect to deliver an Issuance Notice no legal or equitable remedies with respect to the Common Shares; assets of any of the Borrowers and provided, further, that the delivery creditors of each such opinion on Guarantor shall have no legal or prior to the date of such Issuance Notice shall be a condition precedent to the delivery by the Company of an Issuance Notice equitable remedies with respect to the Common Shares;assets of Member; and (4) a federal bankruptcy court would hold that Delaware law governs the determination of what Persons have authority to file a voluntary bankruptcy petition on behalf of each Borrower and Member; and (d) such other legal opinions as Lender may reasonably request.

Opinions of Counsel. (i) Prior to or at the first delivery of an Issuance Notice, and That each time the Registration Statement or the Prospectus is amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency AgreementsShares, (y) an Issuance Supplement or (yz) a Current Report on Form 8-K, unless, filed during a Selling Period and in the case of (y) or (z) reasonably requested by the Sales Agent within five days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such date, a “Registration Statement Amendment Date”) or (ii) otherwise after each reasonable request by the Sales Agent (each date of any such request by the Sales Agent, an “Opinion Request Date”), the Company shall as soon as practicable thereafter furnish or cause to be furnished as promptly as practicable thereafter to the Sales Agent a written opinion opinions and negative assurance letters of Xxxxxx Xxxxxxxx Xxxxxxx Procter LLP, counsel for the Company, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to Sales Agent and of O’Melveny & Xxxxx, LLP, counsel for Sales Agent and the Alternative Sales Agents, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to Sales Agent, (ia) if such counsel has previously furnished an opinion opinions and negative assurance letters to the effect set forth in Exhibit B Exhibits B, C, D and E hereto, to the effect that the Sales Agent may rely on such previously furnished opinion opinions and negative assurance letters of such counsel to the same extent as though they were dated the date of such letter authorizing reliance (except that the statements in such last opinion opinions and negative assurance letters shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or (iib) if such counsel has not previously furnished an opinion opinions and negative assurance letters to the effect set forth in Exhibit B Exhibits B, C, D and E hereto, of the same tenor as such opinion opinions and negative assurance letters of such counsel but modified to relate to the Registration Statement, the Prospectus and the General Disclosure Package (other than the offering price of any shares of Common SharesStock) as amended and supplemented to such date; provided, however, that the Company shall have the right in its sole discretion to suspend the delivery of all such opinions and negative assurance letters otherwise required by this Section 4.07 if the Company does not expect to deliver an Issuance Notice with respect to the Common Shares; and provided, provided further, that the delivery of each such opinion on or prior to and negative assurance letter (dated as of the date of such Issuance Notice on which the most recent Form 10-Q or Form 10-K or, if applicable, Form 8-K was filed by the Company with the SEC) shall be a condition precedent to the delivery by the Company of an Issuance Notice with respect to the Common Shares;.

Opinions of Counsel. (i) Prior to or at the first delivery of an Issuance Notice, and That each time the Registration Statement or the Prospectus is amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency AgreementsShares, (y) an Issuance Supplement or (yz) a Current Report on Form 8-K, unless, in the case of (y) or (z) filed during a Selling Period and Period, reasonably requested by the Agent BNYMCM within five days of the filing thereof with the Commission; provided, that, notwithstanding the foregoing, such request must be made prior to the final Settlement Date of the applicable Selling Period), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such date, a “Registration Statement Amendment Date”) amendment or (ii) otherwise after each reasonable request by the Agent (each date of any such request by the Agentsupplement, an “Opinion Request DateTrigger Event”), the Company shall at any time selected by the Company on or following the date of such Opinion Trigger Event (except that during a Selling Period or any other period in which a prospectus relating to the Issuance Shares is required to be delivered to BNYMCM under the Securities Act, such time shall be as soon as practicable thereafter after each Opinion Trigger Event that occurs during such Selling Period) furnish or cause to be furnished to the Agent BNYMCM a written opinion of Xxxxxx Xxxxxxxx LLPXxxxx Day, counsel for to the Company, dated the date of such amendment, supplement or incorporation delivery and in form reasonably satisfactory to the AgentBNYMCM, (i) if such counsel has previously furnished an opinion to the effect set forth in Exhibit B heretoB, to the effect that the Agent BNYMCM may rely on such previously furnished opinion of such counsel to the same extent as though they it were dated the date of such letter authorizing reliance (except that the statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or (ii) if such counsel has not previously furnished an opinion to the effect set forth in Exhibit B heretoB, of the same tenor as such an opinion of such counsel but modified to relate to the Registration Statement, Statement and the Prospectus and the General Disclosure Package (other than the offering price of any Common Shares) as amended and supplemented to such date; provided, however, that the Company shall have the right in its sole discretion not be obligated to suspend the delivery of all deliver any such opinions otherwise required by this Section 4.07 if opinion unless and until such time as the Company does not expect to deliver delivers an Issuance Notice with respect to or the Common Shares; and provided, further, that the delivery of each such opinion on or prior to the date of such Issuance Notice shall be Opinion Trigger Event occurs during a condition precedent to the delivery by the Company of an Issuance Notice with respect to the Common Shares;Selling Period.

Opinions of Counsel. (i) Prior to or at the first delivery of an Issuance Notice, and That each time the Registration Statement or the Final Supplemented Prospectus is amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency Agreements, or (y) a Current Report on Form 8-K, unless, filed during a Selling Period and in the case of (y) reasonably requested by the Sales Agent within five 30 days of from the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such date, a “Registration Statement Amendment Date”) or (ii) otherwise after each reasonable request by the Agent (each date of any such request by the Agent, an “Opinion Request Date”)Final Supplemented Prospectus, the Company shall as soon as practicable thereafter furnish or cause to be furnished forthwith to the Sales Agent a written opinion of Xxxxxx Xxxxxxxx Xxxxxxx LLP, counsel for to the Company, dated the date of such amendment, supplement or incorporation incorporation, as the case may be, and in form reasonably satisfactory to the Sales Agent, (i) if such counsel has previously furnished an opinion to the effect set forth in Exhibit B hereto, A hereto to the effect that the Sales Agent may rely on such previously furnished opinion of such counsel to the same extent as though they it were dated the date of such letter authorizing reliance (except that the statements in such last opinion shall be deemed to relate to the Registration Statement and the Final Supplemented Prospectus as amended and supplemented to such date) or (ii) if such counsel has not previously furnished an opinion to the effect set forth in Exhibit B hereto, A hereto of the same tenor as such an opinion of such counsel but modified to relate to the Registration Statement, the Prospectus Statement and the General Disclosure Package (other than the offering price of any Common Shares) Final Supplemented Prospectus as amended and supplemented to such date; provided. In the event the Sales Agent requests an opinion pursuant to clause (y) above with respect to any Current Report on Form 8-K, however, that the Company shall have the right in its sole discretion not be required to suspend the delivery of all deliver such opinions otherwise required by this Section 4.07 opinion if the Company does agrees not expect to deliver an Issuance Notice with respect until the next date an opinion would otherwise be required pursuant to the Common Shares; and provided, further, that the delivery of each such opinion on or prior to the date of such Issuance Notice shall be a condition precedent to the delivery by the Company of an Issuance Notice with respect to the Common Shares;this Section 4.09.

Opinions of Counsel. (i) Prior to or at the first delivery of an Issuance Notice, and That each time the Registration Statement or the Final Supplemented Prospectus is amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency Agreements, or (y) a Current Report on Form 8-K, unless, filed during a Selling Period and in the case of (y) reasonably requested by the Sales Agent within five 30 days of from the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such date, a “Registration Statement Amendment Date”) or (ii) otherwise after each reasonable request by the Agent (each date of any such request by the Agent, an “Opinion Request Date”)Final Supplemented Prospectus, the Company shall as soon as practicable thereafter furnish or cause to be furnished forthwith to the Sales Agent a written opinion and related disclosure letter of Xxxxxx Xxxxxxxx Xxxxxxx LLP, counsel for to the Company, dated the date of such amendment, supplement or incorporation incorporation, as the case may be, and in form reasonably satisfactory to the Sales Agent, (i) if such counsel has previously furnished an opinion and related disclosure letter to the effect set forth in Exhibit B hereto, hereto to the effect that the Sales Agent may rely on such previously furnished opinion and related disclosure letter of such counsel to the same extent as though they it were dated the date of such letter authorizing reliance (except that the statements in such last opinion and related disclosure letter shall be deemed to relate to the Registration Statement and the Final Supplemented Prospectus as amended and supplemented to such date) or (ii) if such counsel has not previously furnished an opinion to the effect set forth in Exhibit B hereto, hereto of the same tenor as such an opinion and related disclosure letter of such counsel but modified to relate to the Registration Statement, the Prospectus Statement and the General Disclosure Package (other than the offering price of any Common Shares) Final Supplemented Prospectus as amended and supplemented to such date; provided. In the event the Sales Agent requests an opinion and related disclosure letter pursuant to clause (y) above with respect to any Current Report on Form 8-K, however, that the Company shall have the right in its sole discretion not be required to suspend the delivery of all deliver such opinions otherwise required by this Section 4.07 opinion if the Company does agrees not expect to deliver an Issuance Notice with respect until the next date an opinion would otherwise be required pursuant to the Common Shares; and provided, further, that the delivery of each such opinion on or prior to the date of such Issuance Notice shall be a condition precedent to the delivery by the Company of an Issuance Notice with respect to the Common Shares;this Section 4.09.

Opinions of Counsel. (i) Prior to or at the first delivery of an Issuance Notice, and That each time the Registration Statement or the Prospectus is amended or supplemented (other than by means of (x) an amendment Issuance Supplement or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency Agreements, or (y) a Current Report on Form 8-K, unless, filed during a Selling Period and unless reasonably requested by the Agent BNYMCM within five 30 days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such date, a “Registration Statement Amendment Date”) amendment or (ii) otherwise after each reasonable request by the Agent (each date of any such request by the Agentsupplement, an “Opinion Request DateTrigger Event”), the Company shall at such time selected by the Company on or following the date of such Opinion Trigger Event (except that during a Selling Period or any other period in which a prospectus relating to the Issuance Shares is required to be delivered to BNYMCM under the Securities Act, such time shall be as soon as practicable thereafter and in no event later than one Trading Day after each Opinion Trigger Event that occurs during such period; and provided that in any case delivery shall be a condition to the delivery of an Issuance Notice) furnish or cause to be furnished forthwith to the Agent BNYMCM a written opinion of Xxxxxx Xxxxxxxx Arent Fox LLP, special counsel for to the Company, dated the date of such amendment, supplement or incorporation delivery and in form reasonably satisfactory to the AgentBNYMCM, (i) if such counsel has previously furnished an opinion to the effect set forth in Exhibit B hereto, to the effect that the Agent BNYMCM may rely on such previously furnished opinion of such counsel to the same extent as though they it were dated the date of such letter authorizing reliance (except that the statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or (ii) if such counsel has not previously furnished an opinion to the effect set forth in Exhibit B hereto, of the same tenor as such opinion of such counsel but modified to relate to the Registration Statement, Statement and the Prospectus and the General Disclosure Package (other than the offering price of any Common Shares) as amended and supplemented to such date; provided, however, that the Company shall have the right in its sole discretion to suspend the delivery of all such opinions otherwise required by this Section 4.07 if the Company does not expect to deliver an Issuance Notice with respect to the Common Shares; and provided, further, that the delivery of each such opinion on or prior to the date of such Issuance Notice shall be a condition precedent to the delivery by the Company of an Issuance Notice with respect to the Common Shares;

Opinions of Counsel. (i) Prior to or at the first delivery of an Issuance Notice, and That each time the Registration Statement or the Prospectus is amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency AgreementsShares, (y) a Pricing Supplement or (yz) a Current Report on Form 8-K, unless, in the case of (y) or (z) filed during a Selling Period and Period, reasonably requested by the Agent KBCM within five days of the filing thereof with the Commission; provided, that, notwithstanding the foregoing, such request must be made prior to the final Settlement Date of the applicable Selling Period), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such date, a “Registration Statement Amendment Date”) amendment or (ii) otherwise after each reasonable request by the Agent (each date of any such request by the Agentsupplement, an “Opinion Request DateTrigger Event”), the Company shall at any time selected by the Company on or following the date of such Opinion Trigger Event (except that during a Selling Period or any other period in which a prospectus relating to the Shares is required to be delivered to KBCM under the Securities Act, such time shall be as soon as practicable thereafter after each Opinion Trigger Event that occurs during such Selling Period) furnish or cause to be furnished to KBCM and the Agent Forward Seller a written opinion of Xxxxxx Xxxxxxxx LLPXxxxx Day, counsel for to the Company, dated the date of such amendment, supplement or incorporation delivery and in form reasonably satisfactory to KBCM and the AgentForward Seller, (i) if such counsel has previously furnished an opinion to the effect set forth in Exhibit B heretoB, to the effect that KBCM and the Agent Forward Seller may rely on such previously furnished opinion of such counsel to the same extent as though they it were dated the date of such letter authorizing reliance (except that the statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or (ii) if such counsel has not previously furnished an opinion to the effect set forth in Exhibit B heretoB, of the same tenor as such an opinion of such counsel but modified to relate to the Registration Statement, Statement and the Prospectus and the General Disclosure Package (other than the offering price of any Common Shares) as amended and supplemented to such date; provided, however, that the Company shall have the right in its sole discretion not be obligated to suspend the delivery of all deliver any such opinions otherwise required by this Section 4.07 if opinion unless and until such time as the Company does not expect to deliver an Issuance delivers a Transaction Notice with respect to or the Common Shares; and provided, further, that the delivery of each such opinion on or prior to the date of such Issuance Notice shall be Opinion Trigger Event occurs during a condition precedent to the delivery by the Company of an Issuance Notice with respect to the Common Shares;Selling Period.

Opinions of Counsel. (i) Prior to or at the first delivery of an Issuance Notice, and That each time the Registration Statement or the Prospectus is amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency AgreementsShares, (y) a Pricing Supplement or (yz) a Current Report on Form 8-K, unless, in the case of (y) or (z) filed during a Selling Period and Period, reasonably requested by the Agent BNYMCM within five days of the filing thereof with the Commission; provided, that, notwithstanding the foregoing, such request must be made prior to the final Settlement Date of the applicable Selling Period), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such date, a “Registration Statement Amendment Date”) amendment or (ii) otherwise after each reasonable request by the Agent (each date of any such request by the Agentsupplement, an “Opinion Request DateTrigger Event”), the Company shall at any time selected by the Company on or following the date of such Opinion Trigger Event (except that during a Selling Period or any other period in which a prospectus relating to the Shares is required to be delivered to BNYMCM under the Securities Act, such time shall be as soon as practicable thereafter after each Opinion Trigger Event that occurs during such Selling Period) furnish or cause to be furnished to BNYMCM and the Agent Forward Seller a written opinion of Xxxxxx Xxxxxxxx LLPXxxxx Day, counsel for to the Company, dated the date of such amendment, supplement or incorporation delivery and in form reasonably satisfactory to BNYMCM and the AgentForward Seller, (i) if such counsel has previously furnished an opinion to the effect set forth in Exhibit B heretoB, to the effect that BNYMCM and the Agent Forward Seller may rely on such previously furnished opinion of such counsel to the same extent as though they it were dated the date of such letter authorizing reliance (except that the statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or (ii) if such counsel has not previously furnished an opinion to the effect set forth in Exhibit B heretoB, of the same tenor as such an opinion of such counsel but modified to relate to the Registration Statement, Statement and the Prospectus and the General Disclosure Package (other than the offering price of any Common Shares) as amended and supplemented to such date; provided, however, that the Company shall have the right in its sole discretion not be obligated to suspend the delivery of all deliver any such opinions otherwise required by this Section 4.07 if opinion unless and until such time as the Company does not expect to deliver an Issuance delivers a Transaction Notice with respect to or the Common Shares; and provided, further, that the delivery of each such opinion on or prior to the date of such Issuance Notice shall be Opinion Trigger Event occurs during a condition precedent to the delivery by the Company of an Issuance Notice with respect to the Common Shares;Selling Period.

Opinions of Counsel. (i) Prior to or at the first delivery of an Issuance Notice, and That each time the Registration Statement or the Prospectus is amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency AgreementsShares, (y) an Issuance Supplement or (yz) a Current Report on Form 8-K, unless, in the case of (y) or (z) filed during a Selling Period and Period, reasonably requested by the Agent KBCM within five days of the filing thereof with the Commission; provided, that, notwithstanding the foregoing, such request must be made prior to the final Settlement Date of the applicable Selling Period), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such date, a “Registration Statement Amendment Date”) amendment or (ii) otherwise after each reasonable request by the Agent (each date of any such request by the Agentsupplement, an “Opinion Request DateTrigger Event”), the Company shall at any time selected by the Company on or following the date of such Opinion Trigger Event (except that during a Selling Period or any other period in which a prospectus relating to the Issuance Shares is required to be delivered to KBCM under the Securities Act, such time shall be as soon as practicable thereafter after each Opinion Trigger Event that occurs during such Selling Period) furnish or cause to be furnished to the Agent KBCM a written opinion of Xxxxxx Xxxxxxxx LLPXxxxx Day, counsel for to the Company, dated the date of such amendment, supplement or incorporation delivery and in form reasonably satisfactory to the AgentKBCM, (i) if such counsel has previously furnished an opinion to the effect set forth in Exhibit B heretoB, to the effect that the Agent KBCM may rely on such previously furnished opinion of such counsel to the same extent as though they it were dated the date of such letter authorizing reliance (except that the statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or (ii) if such counsel has not previously furnished an opinion to the effect set forth in Exhibit B heretoB, of the same tenor as such an opinion of such counsel but modified to relate to the Registration Statement, Statement and the Prospectus and the General Disclosure Package (other than the offering price of any Common Shares) as amended and supplemented to such date; provided, however, that the Company shall have the right in its sole discretion not be obligated to suspend the delivery of all deliver any such opinions otherwise required by this Section 4.07 if opinion unless and until such time as the Company does not expect to deliver delivers an Issuance Notice with respect to or the Common Shares; and provided, further, that the delivery of each such opinion on or prior to the date of such Issuance Notice shall be Opinion Trigger Event occurs during a condition precedent to the delivery by the Company of an Issuance Notice with respect to the Common Shares;Selling Period.

Opinions of Counsel. That (i) Prior to or at the first delivery of an Issuance Notice, and each time the Registration Statement or the Prospectus is amended or supplemented (other than by means of (xa) an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency AgreementsShares, or (yb) an Issuance Supplement, (c) a Current Report on Form 8-K (other than a Current Report on Form 8-K containing financial statements or an earnings release or with respect to material federal income tax considerations relating to ownership of the Company’s Common Stock), (d) a Definitive Proxy Statement on Schedule 14A or (e) a Part III-only amendment to an Annual Report on Form 10-K, unless, filed during a Selling Period and in the case of (a) or (b) reasonably requested by the Agent Agent, the Forward Seller and the Forward Purchaser within five days (5) Business Days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q or a Current Report on Form 8-K containing financial statements or an earnings release or with respect to material federal income tax considerations relating to ownership of the Company’s Common Stock filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such date, a “Registration Statement Amendment Date”) or (ii) otherwise after each reasonable request by the Agent Agent, the Forward Seller and the Forward Purchaser (each date of any such request by the Agentrequest, an “Opinion Request Date”), the Company shall as soon as practicable thereafter furnish or cause to be furnished as soon as practicable thereafter to the Agent a Agent, the Forward Seller and the Forward Purchaser, as applicable, the written opinion of Xxxxxx Xxxxxxxx the Chief Legal Officer of the Company and the written opinions and negative assurance letter of Xxxxxxx Procter LLP, counsel for the Company, dated the date of such amendment, supplement or incorporation delivery and in form reasonably satisfactory to the Agent, the Forward Seller and the Forward Purchaser, (i) if such counsel has previously furnished an opinion opinions and negative assurance letters to the effect set forth in Exhibit B Exhibits D, E, F and G hereto, to the effect that the Agent Agent, the Forward Seller and the Forward Purchaser may rely on such previously furnished opinion opinions and negative assurance letters of such counsel to the same extent as though they were dated the date of such letter authorizing reliance (except that the statements in such last opinion opinions and negative assurance letters shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) and any other appropriate updates or (ii) if such counsel has not previously furnished an opinion to the effect set forth in Exhibit B hereto, of the same tenor as such opinion opinions and negative assurance letters of such counsel as set forth in Exhibits D, E, F and G hereto, but modified to relate to the Registration Statement, the Prospectus and the General Disclosure Package (other than the offering price of any shares of Common SharesStock) as amended and supplemented to such date; provided, however, that the Company shall have the right in its sole discretion to suspend the delivery of all such opinions and negative assurance letters otherwise required by this Section 4.07 4.06 if a Selling Period is not then in effect and the Company does not expect Settlement Date has occurred for all Shares previously sold pursuant to deliver an Issuance Notice with respect to the Common Sharesthis Agreement; and provided, provided further, that the delivery of each such opinion on and negative assurance letter (dated as of or prior to after the date of on which the most recent such Issuance Notice amendment or supplement was filed by the Company with the Commission) shall be a condition precedent to the delivery by the Company of an Issuance a Placement Notice with respect to the Common Shares;

Opinions of Counsel. (i) Prior to or at the first delivery of an Issuance Notice, and That each time the Registration Statement or the Prospectus is amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency AgreementsShares, (y) a Pricing Supplement or (yz) a Current Report on Form 8-K, unless, in the case of (y) or (z) filed during a Selling Period and Period, reasonably requested by the Sales Agent within five days of the filing thereof with the Commission; provided, that, notwithstanding the foregoing, such request must be made prior to the final Settlement Date of the applicable Selling Period), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such date, a “Registration Statement Amendment Date”) amendment or (ii) otherwise after each reasonable request by the Agent (each date of any such request by the Agentsupplement, an “Opinion Request DateTrigger Event”), the Company shall at any time selected by the Company on or following the date of such Opinion Trigger Event (except that during a Selling Period or any other period in which a prospectus relating to the Shares is required to be delivered to the Sales Agent under the Securities Act, such time shall be as soon as practicable thereafter after each Opinion Trigger Event that occurs during such Selling Period) furnish or cause to be furnished to the Sales Agent and the Forward Seller a written opinion of Xxxxxx Xxxxxxxx LLPXxxxx Day, counsel for to the Company, dated the date of such amendment, supplement or incorporation delivery and in form reasonably satisfactory to the AgentSales Agent and the Forward Seller, (i) if such counsel has previously furnished an opinion to the effect set forth in Exhibit B heretoB, to the effect that the Sales Agent and the Forward Seller may rely on such previously furnished opinion of such counsel to the same extent as though they it were dated the date of such letter authorizing reliance (except that the statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or (ii) if such counsel has not previously furnished an opinion to the effect set forth in Exhibit B heretoB, of the same tenor as such an opinion of such counsel but modified to relate to the Registration Statement, Statement and the Prospectus and the General Disclosure Package (other than the offering price of any Common Shares) as amended and supplemented to such date; provided, however, that the Company shall have the right in its sole discretion not be obligated to suspend the delivery of all deliver any such opinions otherwise required by this Section 4.07 if opinion unless and until such time as the Company does not expect to deliver an Issuance delivers a Transaction Notice with respect to or the Common Shares; and provided, further, that the delivery of each such opinion on or prior to the date of such Issuance Notice shall be Opinion Trigger Event occurs during a condition precedent to the delivery by the Company of an Issuance Notice with respect to the Common Shares;Selling Period.

Opinions of Counsel. (i) Prior to or at the first delivery of an Issuance Notice, and That each time the Registration Statement or the Prospectus is amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency AgreementsShares, (y) an Issuance Supplement or (yz) a Current Report on Form 8-K, unless, filed during a Selling Period and unless reasonably requested by the Agent BNYMCM within five 30 days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such date, a “Registration Statement Amendment Date”) amendment or (ii) otherwise after each reasonable request by the Agent (each date of any such request by the Agent, supplement an “Opinion Request DateTriggering Event”), the Company shall as soon as practicable thereafter furnish or cause to be furnished forthwith to the Agent BNYMCM a written opinion of Xxxxxx Xxxxxxxx Xxxxxxx Xxxxxxxxxxx & Mugel, LLP, counsel for the Company, dated the date of such amendment, supplement or incorporation delivery and in form reasonably satisfactory to the AgentBNYMCM, (i) if such counsel has previously furnished an opinion to the effect set forth in Exhibit B hereto, to the effect that the Agent BNYMCM may rely on such previously furnished opinion of such counsel to the same extent as though they it were dated the date of such letter authorizing reliance (except that the statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or (ii) if such counsel has not previously furnished an opinion to the effect set forth in Exhibit B hereto, of the same tenor as such an opinion of such counsel but modified to relate to the Registration Statement, Statement and the Prospectus and the General Disclosure Package (other than the offering price of any Common Shares) as amended and supplemented to such date; provided, however, that the Company shall have the right in its sole discretion not be obligated to suspend the delivery of all deliver any such opinions otherwise required by this Section 4.07 if opinion unless and until such time as the Company does not expect to deliver delivers an Issuance Notice with respect to or the Common Shares; and provided, further, that the delivery of each such opinion on or prior to the date of such Issuance Notice shall be Opinion Trigger Event occurs during a condition precedent to the delivery by the Company of an Issuance Notice with respect to the Common SharesSelling Period;

Opinions of Counsel. (i) Prior to On or at before the first delivery of an Issuance NoticeClosing Date, and each time the Registration Statement Lender shall have received from Cadwalader, Xxxxxxxxxx & Xxxx or the Prospectus is amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency Agreements, or (y) a Current Report on Form 8-K, unless, filed during a Selling Period and reasonably requested by the Agent within five days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such date, a “Registration Statement Amendment Date”) or (ii) otherwise after each reasonable request by the Agent (each date of any such request by the Agent, an “Opinion Request Date”), the Company shall as soon as practicable thereafter furnish or cause to be furnished to the Agent a written opinion of Xxxxxx Xxxxxxxx LLP, legal counsel for the CompanyBorrowers satisfactory to Lender, dated the date of such amendmentwritten legal opinions, supplement or incorporation and each in form reasonably satisfactory and substance acceptable to the AgentLender, (i) if as to such counsel has previously furnished an opinion to the effect set forth in Exhibit B heretomatters as Lender shall request, including opinions to the effect that (i) each of the Agent may rely Borrower Parties is duly formed, validly existing, and in good standing in its state of organization and, in the case of each Borrower, in each state where its Property is located, (ii) this Loan Agreement and the Loan Documents have been duly authorized, executed and delivered and are enforceable in accordance with their terms subject to customary qualifications for bankruptcy, general equitable principles, and other customary assumptions and qualifications; (iii) the Deposit Account Agreement and Cash Management Agreement have been duly authorized, executed and delivered by Borrower and Manager and are enforceable in accordance with their terms and the security interests in favor of Lender in the Account Collateral have been validly created and perfected; and (iv) no Borrower, Member or General Partner would be consolidated in any bankruptcy proceeding affecting Guarantor or certain other Affiliates of the Borrower Parties specified by Lender. Also on such previously furnished or before the Closing Date, Lender shall have received the following legal opinions, each in form and substance acceptable to Lender: (a) an opinion of the Borrowers' local counsel in each state where the Properties are located as to the enforceability of, and the creation and perfection of Liens under, the Deeds of Trust and the Assignments of Leases and such other matters as Lender may reasonably request; (b) an opinion of counsel to the same extent as though they were dated the date of such letter authorizing reliance Cap Provider (except which may be in-house counsel) that the statements Cap has been duly authorized, executed and delivered by the Cap Provider and is enforceable in accordance with its terms and such last opinion shall be deemed other matters as Lender may reasonably request; (c) opinions of Xxxxxxxx, Xxxxxx & Finger or other Delaware legal counsel, acceptable to relate to Lender, for each Borrower that is a single member limited liability company formed under the Registration Statement laws of the State of Delaware that, among other matters, (1) under Delaware law (x) the prior unanimous written consent of Member (and the Prospectus as amended and supplemented to such date) or (ii) if such counsel has not previously furnished an opinion to the effect set forth in Exhibit B hereto, unanimous written consent of the same tenor as board of directors of Member including the Independent Directors) would be required for a voluntary bankruptcy filing by each such opinion Borrower, (y) the prior unanimous written consent of the board of directors of Member (including the Independent Directors), or the unanimous prior written consent of the board of managers' of each Borrower, including the Independent Directors' would be required for a voluntary bankruptcy filing by Member, (z) such counsel but modified to relate to unanimous consent requirements are enforceable against Member in accordance with their terms; (2) under Delaware law the Registration Statement, bankruptcy or dissolution of Member would not cause the Prospectus dissolution of any of the Borrowers and the General Disclosure Package bankruptcy or dissolution of the sole shareholder or member would not cause the dissolution of Member; (other than the offering price 3) under Delaware law, creditors of any Common Shares) as amended and supplemented to such date; provided, however, that the Company Member shall have the right in its sole discretion to suspend the delivery of all such opinions otherwise required by this Section 4.07 if the Company does not expect to deliver an Issuance Notice no legal or equitable remedies with respect to the Common Shares; assets of any of the Borrowers and provided, further, that the delivery creditors of each such opinion on Guarantor shall have no legal or prior to the date of such Issuance Notice shall be a condition precedent to the delivery by the Company of an Issuance Notice equitable remedies with respect to the Common Shares;assets of Member; and (4) a federal bankruptcy court would hold that Delaware law governs the determination of what Persons have authority to file a voluntary bankruptcy petition on behalf of each Borrower and Member; and (d) such other legal opinions as Lender may reasonably request.

Opinions of Counsel. (i) Prior to or at the first delivery of an Issuance Notice, and That each time the Registration Statement or the Prospectus is amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency AgreementsShares, (y) a Pricing Supplement or (yz) a Current Report on Form 8-K, unless, in the case of (y) or (z) filed during a Selling Period and Period, reasonably requested by the Agent SCUSA within five days of the filing thereof with the Commission; provided, that, notwithstanding the foregoing, such request must be made prior to the final Settlement Date of the applicable Selling Period), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such date, a “Registration Statement Amendment Date”) amendment or (ii) otherwise after each reasonable request by the Agent (each date of any such request by the Agentsupplement, an “Opinion Request DateTrigger Event”), the Company shall at any time selected by the Company on or following the date of such Opinion Trigger Event (except that during a Selling Period or any other period in which a prospectus relating to the Shares is required to be delivered to SCUSA under the Securities Act, such time shall be as soon as practicable thereafter after each Opinion Trigger Event that occurs during such Selling Period) furnish or cause to be furnished to SCUSA and the Agent Forward Seller a written opinion of Xxxxxx Xxxxxxxx LLPXxxxx Day, counsel for to the Company, dated the date of such amendment, supplement or incorporation delivery and in form reasonably satisfactory to SCUSA and the AgentForward Seller, (i) if such counsel has previously furnished an opinion to the effect set forth in Exhibit B heretoB, to the effect that SCUSA and the Agent Forward Seller may rely on such previously furnished opinion of such counsel to the same extent as though they it were dated the date of such letter authorizing reliance (except that the statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or (ii) if such counsel has not previously furnished an opinion to the effect set forth in Exhibit B heretoB, of the same tenor as such an opinion of such counsel but modified to relate to the Registration Statement, Statement and the Prospectus and the General Disclosure Package (other than the offering price of any Common Shares) as amended and supplemented to such date; provided, however, that the Company shall have the right in its sole discretion not be obligated to suspend the delivery of all deliver any such opinions otherwise required by this Section 4.07 if opinion unless and until such time as the Company does not expect to deliver an Issuance delivers a Transaction Notice with respect to or the Common Shares; and provided, further, that the delivery of each such opinion on or prior to the date of such Issuance Notice shall be Opinion Trigger Event occurs during a condition precedent to the delivery by the Company of an Issuance Notice with respect to the Common Shares;Selling Period.

Opinions of Counsel. (i) Prior to or at the first delivery of an Issuance Notice, and That each time the Registration Statement or the Prospectus is amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency AgreementsShares, (y) an Issuance Supplement or (yz) a Current Report on Form 8-K, unless, filed during a Selling Period and unless reasonably requested by the Agent Xxxxxxx Xxxxx within five 30 days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such date, a “Registration Statement Amendment Date”) amendment or (ii) otherwise after each reasonable request by the Agent (each date of any such request by the Agent, supplement an “Opinion Request DateTriggering Event”), the Company shall as soon as practicable thereafter furnish or cause to be furnished forthwith to the Agent Xxxxxxx Xxxxx a written opinion of Xxxxxx Xxxxxxxx Xxxxxxx Xxxxxxxxxxx & Mugel, LLP, counsel for the Company, dated the date of such amendment, supplement or incorporation delivery and in form reasonably satisfactory to the AgentXxxxxxx Xxxxx, (i) if such counsel has previously furnished an opinion to the effect set forth in Exhibit B hereto, to the effect that the Agent may Xxxxxxx Xxxxx xxx rely on such previously furnished opinion of such counsel to the same extent as though they it were dated the date of such letter authorizing reliance (except that the statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or (ii) if such counsel has not previously furnished an opinion to the effect set forth in Exhibit B hereto, of the same tenor as such an opinion of such counsel but modified to relate to the Registration Statement, Statement and the Prospectus and the General Disclosure Package (other than the offering price of any Common Shares) as amended and supplemented to such date; provided, however, that the Company shall have the right in its sole discretion not be obligated to suspend the delivery of all deliver any such opinions otherwise required by this Section 4.07 if opinion unless and until such time as the Company does not expect to deliver delivers an Issuance Notice with respect to or the Common Shares; and provided, further, that the delivery of each such opinion on or prior to the date of such Issuance Notice shall be Opinion Trigger Event occurs during a condition precedent to the delivery by the Company of an Issuance Notice with respect to the Common SharesSelling Period;

Opinions of Counsel. (i) Prior to or at the first delivery of an Issuance Notice, and That each time the Registration Statement or the Prospectus is amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency Agreements, or (y) an Issuance Supplement or (z) a Current Report on Form 8-K, unless, filed during a Selling Period and in the case of (y) or (z), reasonably requested by the Sales Agent within five 30 days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such date, a “Registration Statement Amendment Date”) or (ii) otherwise after each reasonable request by the Agent (each date of any such request by the Agent, an “Opinion Request Date”)Prospectus, the Company shall as soon as practicable thereafter furnish or cause to be furnished promptly to the Sales Agent a written opinion opinions of Xxxxxx X. Xxxxxx, Esq., Senior Vice President, General Counsel and Chief Compliance Officer of the Company and Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, counsel for to the Company, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to the Sales Agent, (i) if such counsel has previously furnished an opinion to the effect set forth in Exhibit B heretohereto respectively, to the effect that the Sales Agent may rely on such previously furnished opinion opinions of such counsel (except for the opinions in paragraphs 2, 4 and 5 of Exhibit B(1) hereto and paragraph 2 of Exhibit B(2) hereto) to the same extent as though they it were dated the date of such letter authorizing reliance (except that the statements in such last opinion opinions shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or (ii) if such counsel has not previously furnished an opinion to the effect set forth in Exhibit B B(1) or Exhibit B(2) hereto, of the same tenor as such an opinion of such counsel counsel, but modified to relate to the Registration Statement, Statement and the Prospectus and the General Disclosure Package (other than the offering price of any Common Shares) as amended and supplemented to such date; provided, however, that the Company shall have the right in its sole discretion to suspend the delivery of all such opinions otherwise required by this Section 4.07 if the Company does not expect to deliver an Issuance Notice with respect to the Common Shares; and provided, further, that the delivery of each such opinion on or prior to the date of such Issuance Notice shall be a condition precedent to the delivery by the Company of an Issuance Notice with respect to the Common Shares;.

Opinions of Counsel. (i) Prior to On or at before the first delivery of an Issuance NoticeClosing Date, and each time the Registration Statement or the Prospectus is amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency Agreements, or (y) a Current Report on Form 8-K, unless, filed during a Selling Period and reasonably requested by the Agent within five days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such date, a “Registration Statement Amendment Date”) or (ii) otherwise after each reasonable request by the Agent (each date of any such request by the Agent, an “Opinion Request Date”), the Company Lender shall as soon as practicable thereafter furnish or cause to be furnished to the Agent a written opinion of Xxxxxx Xxxxxxxx LLP, have received from legal counsel for the Company, dated the date of such amendment, supplement or incorporation and in form Borrowers reasonably satisfactory to the AgentLender, (i) if written legal opinions, each in form and substance reasonably acceptable to Lender, as to such counsel has previously furnished an opinion to the effect set forth in Exhibit B heretomatters as Lender shall request, including opinions to the effect that (i) each of the Agent may rely on such previously furnished opinion Borrower Parties is validly existing and in good standing in its state of such counsel to the same extent as though they were dated the date of such letter authorizing reliance (except that the statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or organization, (ii) if such counsel has not previously furnished this Loan Agreement and the Loan Documents have been duly authorized, executed and delivered and are enforceable in accordance with their terms subject to customary qualifications for bankruptcy, general equitable principles, and other customary assumptions and qualifications; (iii) the Deposit Account Agreement and Cash Management Agreement have been duly authorized, executed and delivered by Borrower and Manager and are enforceable in accordance with their terms and the security interests in favor of Lender in the Account Collateral have been validly created and perfected; and (iv) none of the Borrowers, the Manager or the Guarantor would be consolidated in any bankruptcy proceeding affecting GSI. Also on or before the Closing Date, Lender shall have received the following legal opinions, each in form and substance reasonably acceptable to Lender: (a) an opinion of the Borrowers' local counsel in each state in which Mortgaged Properties generating five percent (5%) or more of the Operating Revenues from the Mortgaged Properties (taken as a whole) are located as to the effect set forth enforceability of, and the creation and perfection of Liens under, the Deeds of Trust in Exhibit B heretosuch states and such other matters as Lender may reasonably request; (b) opinions of Xxxxxxxx, Xxxxxx & Finger or other Delaware legal counsel, reasonably acceptable to Lender, for each of the same tenor as Borrowers that are single member Delaware limited liability companies, for the Guarantor and Manager that, among other matters, (1) under Delaware law (x) the prior unanimous written consent of its board of directors (including the Independent Directors) would be required for a voluntary bankruptcy filing by such opinion Borrower, the Guarantor or Manager, (x) such unanimous consent requirements are enforceable against such Borrower, Guarantor and Manager in accordance with their terms; (2) under Delaware law the bankruptcy or dissolution of its member would not cause the dissolution of such counsel but modified to relate to the Registration StatementBorrower, the Prospectus and the General Disclosure Package Guarantor or Manager; (other than the offering price 3) under Delaware law, creditors of any Common Shares) as amended and supplemented to such date; provided, however, that the Company its member shall have the right in its sole discretion to suspend the delivery of all such opinions otherwise required by this Section 4.07 if the Company does not expect to deliver an Issuance Notice no legal or equitable remedies with respect to the Common Sharesassets of such Borrower, the Guarantor or Manager; and provided, further, (4) a federal bankruptcy court would hold that Delaware law governs the delivery determination of each such opinion what Persons have authority to file a voluntary bankruptcy petition on or prior to the date behalf of such Issuance Notice shall be a condition precedent to Borrower, the delivery by the Company of an Issuance Notice with respect to the Common Shares;Guarantor and Manager; and (c) such other legal opinions as Lender may reasonably request.

Opinions of Counsel. (i) Prior to or at the first delivery of an Issuance Notice, and That each time the Registration Statement or the Prospectus is amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency AgreementsProgram Shares, (y) an Issuance Supplement or (yz) a Current Report on Form 8-K, unless, filed during a Selling Period and in the case of (y) or (z) reasonably requested by the Agent Scotiabank within five days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such date, a “Registration Statement Amendment Date”) ); or (ii) otherwise after each reasonable request by the Agent Scotiabank (each date of any such request by the AgentScotiabank, an “Opinion Request Date”), the Company Transaction Entities shall as soon as practicable thereafter furnish or cause to be furnished as promptly as practicable thereafter to the Agent a Scotiabank written opinion opinions and negative assurance letters (A) of Xxxxxx Xxxxxxxx LLPDLA Piper LLP (US), counsel for the CompanyTransaction Entities, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to the AgentScotiabank, (iB) of the General Counsel of EQR, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to Scotiabank, and (C) of Xxxxxxxx & Xxxxxxxx LLP, counsel for Scotiabank and the Alternative Sales Agents, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to Scotiabank, (1) if such counsel has previously furnished an opinion opinions and negative assurance letters to the effect set forth in Exhibit B Exhibits B, C and D hereto, to the effect that the Agent Scotiabank may rely on such previously furnished opinion opinions and negative assurance letters of such counsel to the same extent as though they were dated the date of such letter authorizing reliance (except that the statements in such last opinion opinions and negative assurance letters shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or (ii2) if such counsel has not previously furnished an opinion opinions and negative assurance letters to the effect set forth in Exhibit B Exhibits B, C and D hereto, of the same tenor as such opinion opinions and negative assurance letters of such counsel but modified to relate to the Registration Statement, the Prospectus and the General Disclosure Package (other than the offering price of any Common Program Shares) as amended and supplemented to such date; provided, however, that the Company Transaction Entities shall have the right in its their sole discretion to suspend the delivery of all such opinions and negative assurance letters otherwise required by this Section 4.07 if the Company does Transaction Entities do not expect to deliver an Issuance Notice with respect to the Common Program Shares; and provided, provided further, that that, in the event the Transactions Entities have suspended the delivery of each such opinion on or prior opinions and negative assurance letters pursuant to the terms of this Section 4.07, the delivery of the opinions and negative assurance letters required by this Section 4.07, dated as of the date of such Issuance Notice their delivery, shall be a condition precedent to the delivery by the Company EQR of an Issuance Notice with respect to the Common Program Shares;

Opinions of Counsel. (i) Prior to or at the first delivery of an Issuance Notice, and That each time the Registration Statement or the Prospectus is amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency AgreementsShares, (y) a Pricing Supplement or (yz) a Current Report on Form 8-K, unless, filed during a Selling Period and in the case of (y) or (z) reasonably requested by Sales Agent, the Agent Forward Seller or the Forward Purchaser within five days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such date, a “Registration Statement Amendment Date”) or (ii) otherwise after each reasonable request by Sales Agent, the Agent Forward Seller or the Forward Purchaser, as the case may be (each date of any such request by Sales Agent, the AgentForward Seller or the Forward Purchaser, an “Opinion Request Date”), the Company shall as soon as practicable thereafter furnish or cause to be furnished as promptly as practicable thereafter to Sales Agent, the Agent a Forward Seller and the Forward Purchaser written opinion opinions and negative assurance letters of Xxxxxx Xxxxxxxx Xxxxxxx Procter LLP, counsel for the Company, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to the Sales Agent, the Forward Seller and the Forward Purchaser, and of Xxxxxxx Xxxxx, Pennsylvania counsel to the Company, dated as of the date of such amendment, supplement or incorporation and in form and substance reasonably satisfactory to Sales Agent, the Forward Seller and the Forward Purchaser and of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for Sales Agent, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to Sales Agent, the Forward Seller and the Forward Purchaser, (ia) if such counsel has previously furnished an opinion opinions and negative assurance letters required pursuant to the effect set forth in Exhibit B heretoSections 2.02(ii), (iii), (iv) and (v) hereof, to the effect that Sales Agent, the Agent Forward Seller and the Forward Purchaser may rely on such previously furnished opinion opinions and negative assurance letters of such counsel to the same extent as though they were dated the date of such letter authorizing reliance (except that the statements in such last opinion opinions and negative assurance letters shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or (iib) if such counsel has not previously furnished an opinion opinions and negative assurance letters required pursuant to the effect set forth in Exhibit B heretoSections 2.02(ii), (iii), (iv) and (v) hereof, of the same tenor as such opinion opinions and negative assurance letters of such counsel but modified to relate to the Registration Statement, the Prospectus and the General Disclosure Package (other than the offering price of any shares of Common SharesStock) as amended and supplemented to such date; provided, however, that the Company shall have the right in its sole discretion to suspend the delivery of all such opinions and negative assurance letters otherwise required by this Section 4.07 if the Company does not expect to deliver an Issuance a Transaction Notice with respect to the Common Shares; and provided, provided further, that the delivery of each such opinion on or prior to and negative assurance letter (dated as of the date of such Issuance Notice on which the most recent Form 10-Q or Form 10-K or, if applicable, Form 8-K was filed by the Company with the Commission) shall be a condition precedent to the delivery by the Company of an Issuance a Transaction Notice with respect to the Common Shares;.

Opinions of Counsel. (ia) Prior to or at the first delivery of an Issuance Notice, and That each time the Registration Statement or the Prospectus is amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the issuance or offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency AgreementsShares, or (y) a Current Report on Form 8-K, unless, filed during a Selling Period and unless reasonably requested by the Agent BNYMCM within five thirty (30) days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such date, a “Registration Statement Amendment Date”) amendment or (ii) otherwise after each reasonable request by the Agent (each date of any such request by the Agent, supplement an “Opinion Request DateTrigger Event”), the Company shall as soon as practicable thereafter furnish at any time selected by the Company on or cause following the date of such Opinion Trigger Event (except that during a Selling Period or any other period in which a prospectus relating to the Common Shares is required to be furnished delivered by BNYMCM under the Securities Act, such time shall be no later than one (1) Trading Day after each Opinion Trigger Event that occurs during such period; and provided that in any case delivery shall be a condition to the Agent delivery of an Issuance Notice) furnish forthwith to BNYMCM a written opinion or negative assurance letter of Xxxxxx Xxxxxxxx & Xxxxxxxx LLP, counsel for the Company, and Xxxxx Xxxxxx, Executive Vice President, Chief Legal and Administrative Officer of the Company, or other counsel selected by the Company and reasonably satisfactory to BNYMCM, in each case dated the date of such amendment, supplement or incorporation delivery and in form reasonably satisfactory to the AgentBNYMCM, (i) if such counsel has previously furnished an opinion or negative assurance letter to the effect set forth in Exhibit B heretoB-1 or B-2 hereto (as applicable), to the effect that the Agent BNYMCM may rely on such previously furnished opinion of such counsel to the same extent as though they it were dated the date of such letter authorizing reliance (except that the statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or (ii) if such counsel has not previously furnished an opinion to the effect set forth in Exhibit B heretoB-1 or B-2 hereto (as applicable), of the same tenor as such opinion of such counsel but modified to relate to the Registration Statement, Statement and the Prospectus and the General Disclosure Package (other than the offering price of any Common Shares) as amended and supplemented to such date; provided, however, that the Company shall have the right in its sole discretion to suspend the delivery of all such opinions otherwise required by this Section 4.07 if the Company does not expect to deliver an Issuance Notice with respect to the Common Shares; and provided, further, that the delivery of each such opinion on or prior to the date of such Issuance Notice shall be a condition precedent to the delivery by the Company of an Issuance Notice with respect to the Common Shares;.

Opinions of Counsel. (i) Prior to or at the first delivery of an Issuance Notice, and That each time the Registration Statement or the Prospectus is amended or supplemented (other than by means of (x) an amendment Issuance Supplement or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency Agreements, or (y) a Current Report on Form 8-K, unless, filed during a Selling Period and unless reasonably requested by the Agent Xxxxx Fargo within five 30 days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such date, a “Registration Statement Amendment Date”) amendment or (ii) otherwise after each reasonable request by the Agent (each date of any such request by the Agentsupplement, an “Opinion Request DateTrigger Event”), the Company shall as soon as practicable thereafter at any time selected by the Company on or following the date of such Opinion Trigger Event (except that during a Selling Period or any other period in which a prospectus relating to the Issuance Shares is required to be delivered by Xxxxx Fargo under the Securities Act, such time shall be no later than one Trading Day after each Opinion Trigger Event that occurs during such period; and provided that in any case delivery shall be a condition to the delivery of an Issuance Notice) furnish or cause to be furnished forthwith to the Agent Xxxxx Fargo a written opinion of Xxxxxx Xxxxxxxx Xxxx Xxxxx Raysman & Xxxxxxx LLP, special counsel for the Company, and Xxxx X. Xxxxxxxx, Esq., General Counsel and Secretary of the Company, in each case dated the date of such amendment, supplement or incorporation delivery and in form reasonably satisfactory to the AgentXxxxx Fargo, (i) if such counsel has previously furnished an opinion to the effect set forth in Exhibit B heretoB-1 or B-2 hereto (as applicable), to the effect that the Agent Xxxxx Fargo may rely on such previously furnished opinion of such counsel to the same extent as though they it were dated the date of such letter authorizing reliance (except that the statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or (ii) if such counsel has not previously furnished an opinion to the effect set forth in Exhibit B heretoB-1 or B-2 hereto (as applicable), of the same tenor as such an opinion of such counsel but modified to relate to the Registration Statement, Statement and the Prospectus and the General Disclosure Package (other than the offering price of any Common Shares) as amended and supplemented to such date; provided, however, that the Company shall have the right in its sole discretion to suspend the delivery of all such opinions otherwise required by this Section 4.07 if the Company does not expect to deliver an Issuance Notice with respect to the Common Shares; and provided, further, that the delivery of each such opinion on or prior to the date of such Issuance Notice shall be a condition precedent to the delivery by the Company of an Issuance Notice with respect to the Common Shares;.

Opinions of Counsel. (i) Prior to or at the first delivery of an Issuance Notice, and each Each time the Registration Statement or the Prospectus is filed, amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency Agreements, (y) an Issuance Supplement or (yz) a Current Report on Form 8-K, unless, unless filed during a Selling Period and reasonably requested by the Agent Jefferies within five 5 days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such date, a “Registration Statement Amendment Date”) amendment or (ii) otherwise after each reasonable request by the Agent (each date of any such request by the Agent, supplement an “Opinion Request DateTriggering Event”), the Company shall as soon as practicable thereafter furnish or cause to be furnished to the Agent Jefferies a written opinion of Xxxxxx Xxxxxxxx LLPBond, Xxxxxxxxx & Xxxx, PLLC, counsel for the Company, dated the date of such amendment, supplement or incorporation delivery and in form reasonably satisfactory to the AgentJefferies, (i) if such counsel has previously furnished an opinion to the effect set forth in Exhibit B hereto, to the effect that the Agent Jefferies may rely on such previously furnished opinion of such counsel to the same extent as though they it were dated the date of such letter authorizing reliance (except that the statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or (ii) if such counsel has not previously furnished an opinion to the effect set forth in Exhibit B hereto, of the same tenor as such opinion of such counsel but modified to relate to the Registration Statement, Statement and the Prospectus and the General Disclosure Package (other than the offering price of any Common Shares) as amended and supplemented to such date; provided, however, that the Company shall have the right in its sole discretion not be obligated to suspend the delivery of all deliver any such opinions otherwise required by this Section 4.07 if opinion unless and until such time as (i) the Company does not expect to deliver delivers an Issuance Notice with respect to Notice, (ii) the Common Shares; and provided, further, that the delivery of each such opinion on Opinion Trigger Event occurs during a Selling Period or prior to the date of such Issuance Notice shall be a condition precedent to the delivery by (iii) the Company of an Issuance Notice with respect to the Common Sharesfiles a Registration Statement;

Opinions of Counsel. (i) Prior to or at the first delivery of an Issuance Notice, and That each time the Registration Statement or the Prospectus is amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency AgreementsShares, (y) an Issuance Supplement or (yz) a Current Report on Form 8-K, unless, filed during a Selling Period and unless reasonably requested by the Agent BNYMCM within five 30 days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such date, a “Registration Statement Amendment Date”) amendment or (ii) otherwise after each reasonable request by the Agent (each date of any such request by the Agent, supplement an “"Opinion Request Date”Triggering Event"), the Company shall as soon as practicable thereafter furnish or cause to be furnished forthwith to the Agent BNYMCM a written opinion of Xxxxxx Xxxxxxxx Jaeckle Fleischmann & Mugel, LLP, counsel for the Company, dated the date of such amendment, supplement or incorporation datex xxx xatx xx xxxxxery and in form reasonably satisfactory to the AgentBNYMCM, (i) if such counsel has previously furnished an opinion to the effect set forth in Exhibit B hereto, to the effect that the Agent BNYMCM may rely on such previously furnished opinion of such counsel to the same extent as though they it were dated the date of such letter authorizing reliance (except that the statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or (ii) if such counsel has not previously furnished an opinion to the effect set forth in Exhibit B hereto, of the same tenor as such an opinion of such counsel but modified to relate to the Registration Statement, Statement and the Prospectus and the General Disclosure Package (other than the offering price of any Common Shares) as amended and supplemented to such date; provided, however, that the Company shall have the right in its sole discretion not be obligated to suspend the delivery of all deliver any such opinions otherwise required by this Section 4.07 if opinion unless and until such time as the Company does not expect to deliver delivers an Issuance Notice with respect to or the Common Shares; and provided, further, that the delivery of each such opinion on or prior to the date of such Issuance Notice shall be Opinion Trigger Event occurs during a condition precedent to the delivery by the Company of an Issuance Notice with respect to the Common SharesSelling Period;

Opinions of Counsel. (i) Prior to or at the first delivery of an Issuance Notice, and each Each time the Registration Statement or the Prospectus is filed, amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency Agreements, (y) an Issuance Supplement or (yz) a Current Report on Form 8-K, unless, unless filed during a Selling Period and reasonably requested by the Agent Xxxxxxx Xxxxx within five 5 days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such date, a “Registration Statement Amendment Date”) amendment or (ii) otherwise after each reasonable request by the Agent (each date of any such request by the Agent, supplement an “Opinion Request DateTriggering Event”), the Company shall as soon as practicable thereafter furnish or cause to be furnished to the Agent Xxxxxxx Xxxxx a written opinion of Xxxxxx Xxxxxxxx Xxxxxxx Xxxxxxxxxxx & Mugel, LLP, counsel for the Company, dated the date of such amendment, supplement or incorporation delivery and in form reasonably satisfactory to the AgentXxxxxxx Xxxxx, (i) if such counsel has previously furnished an opinion to the effect set forth in Exhibit B hereto, to the effect that the Agent Xxxxxxx Xxxxx may rely on such previously furnished opinion of such counsel to the same extent as though they it were dated the date of such letter authorizing reliance (except that the statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or (ii) if such counsel has not previously furnished an opinion to the effect set forth in Exhibit B hereto, of the same tenor as such opinion of such counsel but modified to relate to the Registration Statement, Statement and the Prospectus and the General Disclosure Package (other than the offering price of any Common Shares) as amended and supplemented to such date; provided, however, that the Company shall have the right in its sole discretion not be obligated to suspend the delivery of all deliver any such opinions otherwise required by this Section 4.07 if opinion unless and until such time as (i) the Company does not expect to deliver delivers an Issuance Notice with respect to Notice, (ii) the Common Shares; and provided, further, that the delivery of each such opinion on Opinion Trigger Event occurs during a Selling Period or prior to the date of such Issuance Notice shall be a condition precedent to the delivery by (iii) the Company of an Issuance Notice with respect to the Common Sharesfiles a Registration Statement;

Opinions of Counsel. (i) Prior to or at the first delivery of an Issuance Notice, and That each time the Registration Statement or the Prospectus is amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency Agreements, or (y) an Issuance Supplement or (z) a Current Report on Form 8-K, unless, filed during a Selling Period and in the case of (y) or (z), reasonably requested by the Agent BNYCMI within five 30 days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such date, a “Registration Statement Amendment Date”) or (ii) otherwise after each reasonable request by the Agent (each date of any such request by the Agent, an “Opinion Request Date”)Prospectus, the Company shall as soon as practicable thereafter furnish or cause to be furnished promptly to the Agent a BNYCMI written opinion opinions of Xxxxxx Xxxxxxxx X. Xxxxxx, Esq., Senior Vice President, General Counsel and Chief Compliance Officer of the Company and Xxxxx Xxxxxxxxxx LLP, counsel for to the Company, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to the AgentBNYCMI, (i) if such counsel has previously furnished an opinion to the effect set forth in Exhibit B heretohereto respectively, to the effect that the Agent BNYCMI may rely on such previously furnished opinion opinions of such counsel (except for the opinions in paragraphs 2, 3, 4, 5 and 6 of Exhibit B hereto) to the same extent as though they it were dated the date of such letter authorizing reliance (except that the statements in such last opinion opinions shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or (ii) if such counsel has not previously furnished an opinion to the effect set forth in Exhibit B hereto, of the same tenor as such an opinion of such counsel counsel, but modified to relate to the Registration Statement, Statement and the Prospectus and the General Disclosure Package (other than the offering price of any Common Shares) as amended and supplemented to such date; provided, however, that the Company shall have the right in its sole discretion to suspend the delivery of all such opinions otherwise required by this Section 4.07 if the Company does not expect to deliver an Issuance Notice with respect to the Common Shares; and provided, further, that the delivery of each such opinion on or prior to the date of such Issuance Notice shall be a condition precedent to the delivery by the Company of an Issuance Notice with respect to the Common Shares;.

Opinions of Counsel. (i) Prior to or at the first delivery of an Issuance Notice, and each Each time the Registration Statement or the Prospectus is filed, amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency Agreements, (y) an Issuance Supplement or (yz) a Current Report on Form 8-K, unless, unless filed during a Selling Period and reasonably requested by the Agent BNYMCM within five 5 days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such date, a “Registration Statement Amendment Date”) amendment or (ii) otherwise after each reasonable request by the Agent (each date of any such request by the Agent, supplement an “Opinion Request DateTriggering Event”), the Company shall as soon as practicable thereafter furnish or cause to be furnished to the Agent BNYMCM a written opinion of Xxxxxx Xxxxxxxx LLPBond, Xxxxxxxxx & King, PLLC, counsel for the Company, dated the date of such amendment, supplement or incorporation delivery and in form reasonably satisfactory to the AgentBNYMCM, (i) if such counsel has previously furnished an opinion to the effect set forth in Exhibit B hereto, to the effect that the Agent BNYMCM may rely on such previously furnished opinion of such counsel to the same extent as though they it were dated the date of such letter authorizing reliance (except that the statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or (ii) if such counsel has not previously furnished an opinion to the effect set forth in Exhibit B hereto, of the same tenor as such opinion of such counsel but modified to relate to the Registration Statement, Statement and the Prospectus and the General Disclosure Package (other than the offering price of any Common Shares) as amended and supplemented to such date; provided, however, that the Company shall have the right in its sole discretion not be obligated to suspend the delivery of all deliver any such opinions otherwise required by this Section 4.07 if opinion unless and until such time as (i) the Company does not expect to deliver delivers an Issuance Notice with respect to Notice, (ii) the Common Shares; and provided, further, that the delivery of each such opinion on Opinion Trigger Event occurs during a Selling Period or prior to the date of such Issuance Notice shall be a condition precedent to the delivery by (iii) the Company of an Issuance Notice with respect to the Common Sharesfiles a Registration Statement;

Opinions of Counsel. (i) Prior to or at the first delivery of an Issuance Notice, and each Each time the Registration Statement or the Prospectus is filed, amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency Agreements, (y) an Issuance Supplement or (yz) a Current Report on Form 8-K, unless, unless filed during a Selling Period and reasonably requested by the Agent WFS within five 5 days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such date, a “Registration Statement Amendment Date”) amendment or (ii) otherwise after each reasonable request by the Agent (each date of any such request by the Agent, supplement an “Opinion Request DateTriggering Event”), the Company shall as soon as practicable thereafter furnish or cause to be furnished to the Agent WFS a written opinion of Xxxxxx Xxxxxxxx LLPBond, Xxxxxxxxx & King, PLLC, counsel for the Company, dated the date of such amendment, supplement or incorporation delivery and in form reasonably satisfactory to the AgentWFS, (i) if such counsel has previously furnished an opinion to the effect set forth in Exhibit B hereto, to the effect that the Agent WFS may rely on such previously furnished opinion of such counsel to the same extent as though they it were dated the date of such letter authorizing reliance (except that the statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or (ii) if such counsel has not previously furnished an opinion to the effect set forth in Exhibit B hereto, of the same tenor as such opinion of such counsel but modified to relate to the Registration Statement, Statement and the Prospectus and the General Disclosure Package (other than the offering price of any Common Shares) as amended and supplemented to such date; provided, however, that the Company shall have the right in its sole discretion not be obligated to suspend the delivery of all deliver any such opinions otherwise required by this Section 4.07 if opinion unless and until such time as (i) the Company does not expect to deliver delivers an Issuance Notice with respect to Notice, (ii) the Common Shares; and provided, further, that the delivery of each such opinion on Opinion Trigger Event occurs during a Selling Period or prior to the date of such Issuance Notice shall be a condition precedent to the delivery by (iii) the Company of an Issuance Notice with respect to the Common Sharesfiles a Registration Statement;

Opinions of Counsel. That (i) Prior to or at the first delivery of an Issuance Notice, and each time the Registration Statement or the Prospectus is amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency AgreementsShares, (y) an Issuance Supplement or (yz) a Current Report on Form 8-KK (other than a Current Report on Form 8-K containing financial statements or an earnings release or with respect to material federal income tax considerations relating to ownership of the Company’s Common Stock), unless, filed during a Selling Period and in the case of (y) or (z) reasonably requested by the Agent BNYMCM within five (5) business days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q or a Current Report on Form 8-K containing financial statements or an earnings release or with respect to material federal income tax considerations relating to ownership of the Company’s Common Stock filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such date, a “Registration Statement Amendment Date”) or (ii) otherwise after each reasonable request by the Agent BNYMCM (each date of any such request by the AgentBNYMCM, an “Opinion Request Date”), the Company shall as soon as practicable thereafter furnish or cause to be furnished as soon as practicable thereafter to BNYMCM written opinions and negative assurance letters of the Agent a written opinion General Counsel of Xxxxxx Xxxxxxxx the Company and Xxxxxxx Procter LLP, counsel for the Company, dated the date of such amendment, supplement or incorporation delivery and in form reasonably satisfactory to the AgentBNYMCM, (i) if such counsel has previously furnished an opinion opinions and negative assurance letters to the effect set forth in Exhibit B Exhibits D, E, F and G hereto, to the effect that the Agent BNYMCM may rely on such previously furnished opinion opinions and negative assurance letters of such counsel to the same extent as though they were dated the date of such letter authorizing reliance (except that the statements in such last opinion opinions and negative assurance letters shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or (ii) if such counsel has not previously furnished an opinion to the effect set forth in Exhibit B hereto, of the same tenor as such opinion opinions and negative assurance letters of such counsel as set forth in Exhibits D, E, F and G hereto, but modified to relate to the Registration Statement, the Prospectus and the General Disclosure Package (other than the offering price of any shares of Common SharesStock) as amended and supplemented to such date; provided, however, that the Company shall have the right in its sole discretion to suspend the delivery of all such opinions and negative assurance letters otherwise required by this Section 4.07 4.06 if a Selling Period is not then in effect and the Company does not expect Settlement Date has occurred for all Common Shares previously sold pursuant to deliver an Issuance Notice with respect to the Common Sharesthis Agreement; and provided, provided further, that the delivery of each such opinion on and negative assurance letter (dated as of or prior to after the date of on which the most recent such Issuance Notice amendment or supplement was filed by the Company with the SEC) shall be a condition precedent to the delivery by the Company of an Issuance Notice with respect to the Common Shares;

Opinions of Counsel. (i) Prior to or at the first delivery of an Issuance Notice, and That each time the Registration Statement or the Prospectus is amended or supplemented (other than by means of (x) an and amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency AgreementsCommons Shares, (y) an Issuance Supplement or (yz) a Current Report on Form 8-K, unless, filed during a Selling Period and unless reasonably requested by the Agent BNYMCM within five 30 days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such date, a “Registration Statement Amendment Date”) amendment or (ii) otherwise after each reasonable request by the Agent (each date of any such request by the Agent, supplement an “"Opinion Request Date”Triggering Event"), the Company shall as soon as practicable thereafter furnish or cause to be furnished forthwith to the Agent BNYMCM a written opinion of Xxxxxx Xxxxxxxx Xxxxxxx Xxxxxxxxxxx & Mugel, LLP, counsel for the Company, dated the date of such amendment, supplement or incorporation delivery and in form reasonably satisfactory to the AgentBNYMCM, (i) if such counsel has previously furnished an opinion to the effect set forth in Exhibit B hereto, to the effect that the Agent BNYMCM may rely on such previously furnished opinion of such counsel to the same extent as though they it were dated the date of such letter authorizing reliance (except that the statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or (ii) if such counsel has not previously furnished an opinion to the effect set forth in Exhibit B hereto, of the same tenor as such an opinion of such counsel but modified to relate to the Registration Statement, Statement and the Prospectus and the General Disclosure Package (other than the offering price of any Common Shares) as amended and supplemented to such date; provided, however, that the Company shall have the right in its sole discretion not be obligated to suspend the delivery of all deliver any such opinions otherwise required by this Section 4.07 if opinion unless and until such time as the Company does not expect to deliver delivers an Issuance Notice with respect to or the Common Shares; and provided, further, that the delivery of each such opinion on or prior to the date of such Issuance Notice shall be Opinion Trigger Event occurs during a condition precedent to the delivery by the Company of an Issuance Notice with respect to the Common SharesSelling Period;

Opinions of Counsel. (i) Prior to or at the first delivery of an Issuance Notice, and each Each time the Registration Statement or the Prospectus is filed, amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency Agreements, (y) an Issuance Supplement or (yz) a Current Report on Form 8-K, unless, unless filed during a Selling Period and reasonably requested by the Agent Xxxxx within five 5 days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such date, a “Registration Statement Amendment Date”) amendment or (ii) otherwise after each reasonable request by the Agent (each date of any such request by the Agent, supplement an “Opinion Request DateTriggering Event”), the Company shall as soon as practicable thereafter furnish or cause to be furnished to the Agent Xxxxx a written opinion of Xxxxxx Xxxxxxxx LLPBond, Xxxxxxxxx & Xxxx, PLLC, counsel for the Company, dated the date of such amendment, supplement or incorporation delivery and in form reasonably satisfactory to the AgentXxxxx, (i) if such counsel has previously furnished an opinion to the effect set forth in Exhibit B hereto, to the effect that the Agent Xxxxx may rely on such previously furnished opinion of such counsel to the same extent as though they it were dated the date of such letter authorizing reliance (except that the statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or (ii) if such counsel has not previously furnished an opinion to the effect set forth in Exhibit B hereto, of the same tenor as such opinion of such counsel but modified to relate to the Registration Statement, Statement and the Prospectus and the General Disclosure Package (other than the offering price of any Common Shares) as amended and supplemented to such date; provided, however, that the Company shall have the right in its sole discretion not be obligated to suspend the delivery of all deliver any such opinions otherwise required by this Section 4.07 if opinion unless and until such time as (i) the Company does not expect to deliver delivers an Issuance Notice with respect to Notice, (ii) the Common Shares; and provided, further, that the delivery of each such opinion on Opinion Trigger Event occurs during a Selling Period or prior to the date of such Issuance Notice shall be a condition precedent to the delivery by (iii) the Company of an Issuance Notice with respect to the Common Sharesfiles a Registration Statement;

Opinions of Counsel. (i) Prior to or at the first delivery of an Issuance Notice, and each Each time the Registration Statement or the Prospectus is filed, amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency Agreements, (y) an Issuance Supplement or (yz) a Current Report on Form 8-K, unless, unless filed during a Selling Period and reasonably requested by the Agent Xxxxxxx Xxxxx within five 5 days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such date, a “Registration Statement Amendment Date”) amendment or (ii) otherwise after each reasonable request by the Agent (each date of any such request by the Agent, supplement an “Opinion Request DateTriggering Event”), the Company shall as soon as practicable thereafter furnish or cause to be furnished to the Agent Xxxxxxx Xxxxx a written opinion of Xxxxxx Xxxxxxxx LLPBond, Xxxxxxxxx & King, PLLC, counsel for the Company, dated the date of such amendment, supplement or incorporation delivery and in form reasonably satisfactory to the AgentXxxxxxx Xxxxx, (i) if such counsel has previously furnished an opinion to the effect set forth in Exhibit B hereto, to the effect that the Agent may Xxxxxxx Xxxxx xxx rely on such previously furnished opinion of such counsel to the same extent as though they it were dated the date of such letter authorizing reliance (except that the statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or (ii) if such counsel has not previously furnished an opinion to the effect set forth in Exhibit B hereto, of the same tenor as such opinion of such counsel but modified to relate to the Registration Statement, Statement and the Prospectus and the General Disclosure Package (other than the offering price of any Common Shares) as amended and supplemented to such date; provided, however, that the Company shall have the right in its sole discretion not be obligated to suspend the delivery of all deliver any such opinions otherwise required by this Section 4.07 if opinion unless and until such time as (i) the Company does not expect to deliver delivers an Issuance Notice with respect to Notice, (ii) the Common Shares; and provided, further, that the delivery of each such opinion on Opinion Trigger Event occurs during a Selling Period or prior to the date of such Issuance Notice shall be a condition precedent to the delivery by (iii) the Company of an Issuance Notice with respect to the Common Sharesfiles a Registration Statement;

Opinions of Counsel. (i) Prior to or at the first delivery of an Issuance Notice, and That each time the Registration Statement or the Prospectus is amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency AgreementsShares, (y) an Issuance Supplement or (yz) a Current Report on Form 8-K, unless, filed during a Selling Period and in the case of (y) or (z) reasonably requested by the Agent Deutsche Bank within five days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such date, a “Registration Statement Amendment Date”) or (ii) otherwise after each reasonable request by the Agent Deutsche Bank (each date of any such request by the AgentDeutsche Bank, an “Opinion Request Date”), the Company shall as soon as practicable thereafter furnish or cause to be furnished as promptly as practicable thereafter to the Agent a Deutsche Bank written opinion opinions and negative assurance letters of Xxxxxx Xxxxxxxx Xxxxxxx Procter LLP, counsel for the Company, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to Deutsche Bank and of O’Melveny & Xxxxx, LLP, counsel for Deutsche Bank and the AgentAlternative Sales Agents, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to Deutsche Bank, (i) if such counsel has previously furnished an opinion opinions and negative assurance letters to the effect set forth in Exhibit B Exhibits B, C, D and E hereto, to the effect that the Agent Deutsche Bank may rely on such previously furnished opinion opinions and negative assurance letters of such counsel to the same extent as though they were dated the date of such letter authorizing reliance (except that the statements in such last opinion opinions and negative assurance letters shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or (ii) if such counsel has not previously furnished an opinion opinions and negative assurance letters to the effect set forth in Exhibit B Exhibits B, C, D and E hereto, of the same tenor as such opinion opinions and negative assurance letters of such counsel but modified to relate to the Registration Statement, the Prospectus and the General Disclosure Package (other than the offering price of any shares of Common SharesStock) as amended and supplemented to such date; provided, however, that the Company shall have the right in its sole discretion to suspend the delivery of all such opinions and negative assurance letters otherwise required by this Section 4.07 if the Company does not expect to deliver an Issuance Notice with respect to the Common Shares; and provided, provided further, that the delivery of each such opinion on or prior to and negative assurance letter (dated as of the date of such Issuance Notice on which the most recent Form 10-Q or Form 10-K or, if applicable, Form 8-K was filed by the Company with the SEC) shall be a condition precedent to the delivery by the Company of an Issuance Notice with respect to the Common Shares;

Opinions of Counsel. That (i) Prior to or at the first delivery of an Issuance Notice, and each time the Registration Statement or the Prospectus is amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency AgreementsShares, (y) an Issuance Supplement or (yz) a Current Report on Form 8-KK (other than a Current Report on Form 8-K containing financial statements or an earnings release or with respect to material federal income tax considerations relating to ownership of the Company’s Common Stock), unless, filed during a Selling Period and in the case of (y) or (z) reasonably requested by the Agent Xxxxxx Xxxxxxx within five (5) business days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q or a Current Report on Form 8-K containing financial statements or an earnings release or with respect to material federal income tax considerations relating to ownership of the Company’s Common Stock filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such date, a “Registration Statement Amendment Date”) or (ii) otherwise after each reasonable request by the Agent Xxxxxx Xxxxxxx (each date of any such request by the AgentXxxxxx Xxxxxxx, an “Opinion Request Date”), the Company shall as soon as practicable thereafter furnish or cause to be furnished as soon as practicable thereafter to Xxxxxx Xxxxxxx written opinions and negative assurance letters of the Agent a written opinion General Counsel of Xxxxxx Xxxxxxxx the Company and Xxxxxxx Procter LLP, counsel for the Company, dated the date of such amendment, supplement or incorporation delivery and in form reasonably satisfactory to the AgentXxxxxx Xxxxxxx, (i) if such counsel has previously furnished an opinion opinions and negative assurance letters to the effect set forth in Exhibit B Exhibits D, E, F and G hereto, to the effect that the Agent Xxxxxx Xxxxxxx may rely on such previously furnished opinion opinions and negative assurance letters of such counsel to the same extent as though they were dated the date of such letter authorizing reliance (except that the statements in such last opinion opinions and negative assurance letters shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or (ii) if such counsel has not previously furnished an opinion to the effect set forth in Exhibit B hereto, of the same tenor as such opinion opinions and negative assurance letters of such counsel as set forth in Exhibits D, E, F and G hereto, but modified to relate to the Registration Statement, the Prospectus and the General Disclosure Package (other than the offering price of any shares of Common SharesStock) as amended and supplemented to such date; provided, however, that the Company shall have the right in its sole discretion to suspend the delivery of all such opinions and negative assurance letters otherwise required by this Section 4.07 4.06 if a Selling Period is not then in effect and the Company does not expect Settlement Date has occurred for all Common Shares previously sold pursuant to deliver an Issuance Notice with respect to the Common Sharesthis Agreement; and provided, provided further, that the delivery of each such opinion on and negative assurance letter (dated as of or prior to after the date of on which the most recent such Issuance Notice amendment or supplement was filed by the Company with the SEC) shall be a condition precedent to the delivery by the Company of an Issuance Notice with respect to the Common Shares;

Opinions of Counsel. (i) Prior to or at the first delivery of an Issuance Notice, and That each time the Registration Statement or the Prospectus is amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency AgreementsShares, (y) a Pricing Supplement or (yz) a Current Report on Form 8-K, unless, filed during a Selling Period and in the case of (y) or (z) reasonably requested by Sales Agent, the Agent Forward Seller or the Forward Purchaser within five days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such date, a “Registration Statement Amendment Date”) or (ii) otherwise after each reasonable request by Sales Agent, the Agent Forward Seller or the Forward Purchaser, as the case may be (each date of any such request by Sales Agent, the AgentForward Seller or the Forward Purchaser, an “Opinion Request Date”), the Company shall as soon as practicable thereafter furnish or cause to be furnished as promptly as practicable thereafter to Sales Agent, the Agent a Forward Seller and the Forward Purchaser written opinion opinions and negative assurance letters of Xxxxxx Xxxxxxxx Xxxxxxx Procter LLP, counsel for the Company, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to the Sales Agent, the Forward Seller and the Forward Purchaser, and of O’Melveny & Xxxxx LLP, counsel for Sales Agent and the Alternative Sales Agents, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to Sales Agent, the Forward Seller and the Forward Purchaser, (ia) if such counsel has previously furnished an opinion opinions and negative assurance letters to the effect set forth in Exhibit B Exhibits B, C, D and E hereto, to the effect that Sales Agent, the Agent Forward Seller and the Forward Purchaser may rely on such previously furnished opinion opinions and negative assurance letters of such counsel to the same extent as though they were dated the date of such letter authorizing reliance (except that the statements in such last opinion opinions and negative assurance letters shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or (iib) if such counsel has not previously furnished an opinion opinions and negative assurance letters to the effect set forth in Exhibit B Exhibits B, C, D and E hereto, of the same tenor as such opinion opinions and negative assurance letters of such counsel but modified to relate to the Registration Statement, the Prospectus and the General Disclosure Package (other than the offering price of any shares of Common SharesStock) as amended and supplemented to such date; provided, however, that the Company shall have the right in its sole discretion to suspend the delivery of all such opinions and negative assurance letters otherwise required by this Section 4.07 if the Company does not expect to deliver an Issuance Transaction Notice with respect to the Common Shares; and provided, provided further, that the delivery of each such opinion on or prior to and negative assurance letter (dated as of the date of such Issuance Notice on which the most recent Form 10-Q or Form 10-K or, if applicable, Form 8-K was filed by the Company with the Commission) shall be a condition precedent to the delivery by the Company of an Issuance Transaction Notice with respect to the Common Shares;.

Opinions of Counsel. (i) Prior to or at the first delivery of an Issuance Notice, and That each time the Registration Statement or the Prospectus is amended or supplemented (other than by means of (x) an amendment or supplement relating relations solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency AgreementsShare, (y) an Issuance Supplement or (yz) a Current Report on Form 8-K, unless, filed during a Selling Period and unless reasonably requested by the Agent Xxxxxxx Xxxxx within five 30 days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such date, a “Registration Statement Amendment Date”) amendment or (ii) otherwise after each reasonable request by the Agent (each date of any such request by the Agent, an “supplement and "Opinion Request Date”Triggering Event"), the Company shall as soon as practicable thereafter furnish or cause to be furnished forthwith to the Agent Xxxxxxx Xxxxx a written opinion of Xxxxxx Xxxxxxxx Xxxxxxx Xxxxxxxxxxx & Mugel, LLP, counsel for the Company, dated the date of such amendment, supplement or incorporation delivery and in form reasonably satisfactory to the AgentXxxxxxx Xxxxx, (i) if such counsel has previously furnished an opinion to the effect set forth in Exhibit B hereto, to the effect that the Agent may Xxxxxxx Xxxxx xxx rely on such previously furnished opinion of such counsel to the same extent as though they it were dated the date of such letter authorizing reliance (except that the statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or (ii) if such counsel has not previously furnished an opinion to the effect set forth in Exhibit B hereto, of the same tenor as such an opinion of such counsel but modified to relate to the Registration Statement, Statement and the Prospectus and the General Disclosure Package (other than the offering price of any Common Shares) as amended and supplemented to such date; provided, however, that the Company shall have the right in its sole discretion not be obligated to suspend the delivery of all deliver any such opinions otherwise required by this Section 4.07 if opinion unless and until such time as the Company does not expect to deliver delivers an Issuance Notice with respect to or the Common Shares; and provided, further, that the delivery of each such opinion on or prior to the date of such Issuance Notice shall be Opinion Trigger Event occurs during a condition precedent to the delivery by the Company of an Issuance Notice with respect to the Common SharesSelling Period;

Opinions of Counsel. (i) Prior to or at the first delivery of an Issuance Notice, and That each time the Registration Statement or the Prospectus is amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency AgreementsShares, (y) a Pricing Supplement or (yz) a Current Report on Form 8-K, unless, filed during a Selling Period and in the case of (y) or (z) reasonably requested by Sales Agent, the Agent Forward Seller or the Forward Purchaser within five days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such date, a “Registration Statement Amendment Date”) or (ii) otherwise after each reasonable request by Sales Agent, the Agent Forward Seller or the Forward Purchaser, as the case may be (each date of any such request by Sales Agent, the AgentForward Seller or the Forward Purchaser, an “Opinion Request Date”), the Company shall as soon as practicable thereafter furnish or cause to be furnished within two business days to Sales Agent, the Agent a Forward Seller and the Forward Purchaser written opinion opinions and negative assurance letters of Xxxxxx Xxxxxxxx Gxxxxxx Procter LLP, counsel for the Company, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to the Sales Agent, (i) the Forward Seller and the Forward Purchaser, MxXxxxxxx Will & Exxxx LLP, counsel for Sales Agent, the Alternative Sales Agents, the Forward Seller and the Forward Purchaser dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to Sales Agent, the Forward Seller and the Forward Purchaser, or, if such counsel has previously furnished an opinion opinions and negative assurance letters in form and substance reasonably satisfactory to the effect set forth in Exhibit B heretoSales Agent, the Forward Seller and the Forward Purchaser, written letter(s) to the effect that Sales Agent, the Agent Forward Seller and the Forward Purchaser may rely on such previously furnished opinion opinions and negative assurance letters of such counsel to the same extent as though they were dated the date of such letter authorizing reliance (except that the statements in such last opinion opinions and negative assurance letters shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or (ii) if such counsel has not previously furnished an opinion to the effect set forth in Exhibit B hereto, of the same tenor as such opinion of such counsel but modified to relate to the Registration Statement, the Prospectus and the General Disclosure Package (other than the offering price of any Common Shares) as amended and supplemented to such date); provided, however, that the Company shall have the right in its sole discretion to suspend the delivery of all such opinions and negative assurance letters otherwise required by this Section 4.07 if the Company does not expect to deliver an Issuance a Transaction Notice with respect to the Common Shares; and provided, provided further, that the delivery of each such opinion on or prior to and negative assurance letter (dated as of the date of such Issuance Notice on which the most recent Form 10-Q or Form 10-K or, if applicable, Form 8-K was filed by the Company with the Commission) shall be a condition precedent to the delivery by the Company of an Issuance a Transaction Notice with respect to the Common Shares;.

Opinions of Counsel. (i) Prior to or at the first delivery of an Issuance Notice, and That each time the Registration Statement or the Prospectus is amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency AgreementsProgram Shares, (y) an Issuance Supplement or (yz) a Current Report on Form 8-K, unless, filed during a Selling Period and in the case of (y) or (z) reasonably requested by the Agent JPMorgan within five days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such date, a “Registration Statement Amendment Date”) ); or (ii) otherwise after each reasonable request by the Agent JPMorgan (each date of any such request by the AgentJPMorgan, an “Opinion Request Date”), the Company Transaction Entities shall as soon as practicable thereafter furnish or cause to be furnished as promptly as practicable thereafter to the Agent a JPMorgan written opinion opinions and negative assurance letters (A) of Xxxxxx Xxxxxxxx LLPDLA Piper LLP (US), counsel for the CompanyTransaction Entities, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to the AgentJPMorgan, (iB) of the General Counsel of EQR, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to JPMorgan, and (C) of Xxxxx Lovells US LLP, counsel for JPMorgan and the Alternative Sales Agents, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to JPMorgan, (1) if such counsel has previously furnished an opinion opinions and negative assurance letters to the effect set forth in Exhibit B Exhibits B, C and D hereto, to the effect that the Agent JPMorgan may rely on such previously furnished opinion opinions and negative assurance letters of such counsel to the same extent as though they were dated the date of such letter authorizing reliance (except that the statements in such last opinion opinions and negative assurance letters shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or (ii2) if such counsel has not previously furnished an opinion opinions and negative assurance letters to the effect set forth in Exhibit B Exhibits B, C and D hereto, of the same tenor as such opinion opinions and negative assurance letters of such counsel but modified to relate to the Registration Statement, the Prospectus and the General Disclosure Package (other than the offering price of any Common Program Shares) as amended and supplemented to such date; provided, however, that the Company Transaction Entities shall have the right in its their sole discretion to suspend the delivery of all such opinions and negative assurance letters otherwise required by this Section 4.07 if the Company does Transaction Entities do not expect to deliver an Issuance Notice with respect to the Common Program Shares; and provided, provided further, that that, in the event the Transactions Entities have suspended the delivery of each such opinion on or prior opinions and negative assurance letters pursuant to the terms of this Section 4.07, the delivery of the opinions and negative assurance letters required by this Section 4.07, dated as of the date of such Issuance Notice their delivery, shall be a condition precedent to the delivery by the Company EQR of an Issuance Notice with respect to the Common Program Shares;

Opinions of Counsel. (i) Prior to or at the first delivery of an Issuance Notice, and That each time the Registration Statement or the Prospectus is amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency AgreementsProgram Shares, (y) an Issuance Supplement or (yz) a Current Report on Form 8-K, unless, filed during a Selling Period and in the case of (y) or (z) reasonably requested by the Agent Xxxxxxx Xxxxx within five days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such date, a “Registration Statement Amendment Date”) ); or (ii) otherwise after each reasonable request by the Agent Xxxxxxx Xxxxx (each date of any such request by the AgentXxxxxxx Xxxxx, an “Opinion Request Date”), the Company Transaction Entities shall as soon as practicable thereafter furnish or cause to be furnished as promptly as practicable thereafter to the Agent a Xxxxxxx Xxxxx written opinion opinions and negative assurance letters (A) of Xxxxxx Xxxxxxxx LLPDLA Piper LLP (US), counsel for the CompanyTransaction Entities, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to the AgentXxxxxxx Xxxxx, (iB) of the General Counsel of EQR, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to Xxxxxxx Xxxxx, and (C) of Xxxxxxxx & Xxxxxxxx LLP, counsel for Xxxxxxx Xxxxx and the Alternative Sales Agents, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to Xxxxxxx Xxxxx, (1) if such counsel has previously furnished an opinion opinions and negative assurance letters to the effect set forth in Exhibit B Exhibits B, C and D hereto, to the effect that the Agent Xxxxxxx Xxxxx may rely on such previously furnished opinion opinions and negative assurance letters of such counsel to the same extent as though they were dated the date of such letter authorizing reliance (except that the statements in such last opinion opinions and negative assurance letters shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or (ii2) if such counsel has not previously furnished an opinion opinions and negative assurance letters to the effect set forth in Exhibit B Exhibits B, C and D hereto, of the same tenor as such opinion opinions and negative assurance letters of such counsel but modified to relate to the Registration Statement, the Prospectus and the General Disclosure Package (other than the offering price of any Common Program Shares) as amended and supplemented to such date; provided, however, that the Company Transaction Entities shall have the right in its their sole discretion to suspend the delivery of all such opinions and negative assurance letters otherwise required by this Section 4.07 if the Company does Transaction Entities do not expect to deliver an Issuance Notice with respect to the Common Program Shares; and provided, provided further, that that, in the event the Transactions Entities have suspended the delivery of each such opinion on or prior opinions and negative assurance letters pursuant to the terms of this Section 4.07, the delivery of the opinions and negative assurance letters required by this Section 4.07, dated as of the date of such Issuance Notice their delivery, shall be a condition precedent to the delivery by the Company EQR of an Issuance Notice with respect to the Common Program Shares;

Opinions of Counsel. (i) Prior to or at the first delivery of an Issuance Notice, and That each time the Registration Statement or the Prospectus is amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency AgreementsShares, (y) an Issuance Supplement or (yz) a Current Report on Form 8-K, unless, filed during a Selling Period and in the case of (y) or (z) reasonably requested by the Agent Xxxxxxx Xxxxx within five days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such date, a “Registration Statement Amendment Date”) or (ii) otherwise after each reasonable request by the Agent Xxxxxxx Xxxxx (each date of any such request by the AgentXxxxxxx Xxxxx, an “Opinion Request Date”), the Company shall as soon as practicable thereafter furnish or cause to be furnished as promptly as practicable thereafter to the Agent a Xxxxxxx Xxxxx written opinion opinions and negative assurance letters of Xxxxxx Xxxxxxxx Xxxxxxx Procter LLP, counsel for the Company, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to Xxxxxxx Xxxxx and of O’Melveny & Xxxxx, LLP, counsel for Xxxxxxx Xxxxx and the AgentAlternative Sales Agents, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to Xxxxxxx Xxxxx, (i) if such counsel has previously furnished an opinion opinions and negative assurance letters to the effect set forth in Exhibit B Exhibits B, C, D and E hereto, to the effect that the Agent Xxxxxxx Xxxxx may rely on such previously furnished opinion opinions and negative assurance letters of such counsel to the same extent as though they were dated the date of such letter authorizing reliance (except that the statements in such last opinion opinions and negative assurance letters shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or (ii) if such counsel has not previously furnished an opinion opinions and negative assurance letters to the effect set forth in Exhibit B Exhibits B, C, D and E hereto, of the same tenor as such opinion opinions and negative assurance letters of such counsel but modified to relate to the Registration Statement, the Prospectus and the General Disclosure Package (other than the offering price of any shares of Common SharesStock) as amended and supplemented to such date; provided, however, that the Company shall have the right in its sole discretion to suspend the delivery of all such opinions and negative assurance letters otherwise required by this Section 4.07 if the Company does not expect to deliver an Issuance Notice with respect to the Common Shares; and provided, provided further, that the delivery of each such opinion on or prior to and negative assurance letter (dated as of the date of such Issuance Notice on which the most recent Form 10-Q or Form 10-K or, if applicable, Form 8-K was filed by the Company with the SEC) shall be a condition precedent to the delivery by the Company of an Issuance Notice with respect to the Common Shares;

Opinions of Counsel. (i) Prior to or at the first delivery of an Issuance Notice, and That each time the Registration Statement or the Prospectus is amended or supplemented (other than by means of (x) an amendment Issuance Supplement or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency Agreements, or (y) a Current Report on Form 8-K, unless, filed during a Selling Period and unless reasonably requested by the Agent Deutsche Bank within five 30 days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such date, a “Registration Statement Amendment Date”) or (ii) otherwise after each reasonable request by the Agent (each date of any such request by the Agent, an “Opinion Request Date”)Prospectus, the Company shall as soon as practicable thereafter at any time selected by the Company furnish or cause to be furnished forthwith to the Agent Deutsche Bank (a) a written opinion and negative assurance letter of Xxxxxx X. Xxxxxxx, General Counsel of the Company, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to Deutsche Bank, (b) a written opinion and negative assurance letter of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Company, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to Deutsche Bank, (c) a written opinion of Xxxxxx Xxxxxxx PLLC, Michigan counsel for the AgentCompany, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to Deutsche Bank, and (d) a written opinion of Xxxxxx, Xxxxx & Xxxxxxxx, P.C., federal energy regulatory counsel for the Company, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to Deutsche Bank, (i) if such counsel has previously furnished an opinion opinions to the effect set forth in Exhibit B X-0, Xxxxxxx X-0, Exhibit C-1, Exhibit C-2, Exhibit D and Exhibit E attached hereto, to the effect that the Agent Deutsche Bank may rely on such previously furnished opinion opinions of such counsel to the same extent as though they were dated the date of such letter letters authorizing reliance (except that the statements in such last opinion opinions shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or (ii) if such counsel has not previously furnished an opinion opinions to the effect set forth in Exhibit B X-0, Xxxxxxx X-0, Exhibit C-1, Exhibit C-2, Exhibit D and Exhibit E attached hereto, of the same tenor as such opinion opinions of such counsel but modified to relate to the Registration Statement, Statement and the Prospectus and the General Disclosure Package (other than the offering price of any Common Shares) as amended and supplemented to such date; provided, however, that the Company shall have the right in its sole discretion to suspend the delivery of all such opinions otherwise required by this Section 4.07 if the Company does not expect to deliver an Issuance Notice with respect to the Common Shares; and provided, provided further, that the delivery of each all such opinion on or prior to the date of such Issuance Notice opinions shall be a condition precedent to the delivery by the Company of an Issuance Notice with respect to the Common Shares;.

Opinions of Counsel. (i) Prior to or at the first delivery of an Issuance Notice, and each time the Registration Statement or the Prospectus is amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency Agreements, or (y) a Current Report on Form 8-K, unless, filed during a Selling Period and reasonably requested by the Agent Citi within five days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such date, a “Registration Statement Amendment Date”) or (ii) otherwise after each reasonable request by the Agent Citi (each date of any such request by the AgentCiti, an “Opinion Request Date”), the Company shall as soon as practicable thereafter furnish or cause to be furnished to the Agent Citi a written opinion of Xxxxxx Xxxxxxxx LLP, counsel for the Company, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to the AgentCiti, (i) if such counsel has previously furnished an opinion to the effect set forth in Exhibit B hereto, to the effect that the Agent Citi may rely on such previously furnished opinion opinions of such counsel to the same extent as though they were dated the date of such letter authorizing reliance (except that the statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or (ii) if such counsel has not previously furnished an opinion to the effect set forth in Exhibit B hereto, of the same tenor as such opinion of such counsel but modified to relate to the Registration Statement, the Prospectus and the General Disclosure Package (other than the offering price of any Common Shares) as amended and supplemented to such date; provided, however, that the Company shall have the right in its sole discretion to suspend the delivery of all such opinions otherwise required by this Section 4.07 if the Company does not expect to deliver an Issuance Notice with respect to the Common Shares; and provided, further, that the delivery of each such opinion (dated on or prior to the date of such Issuance Notice Notice) shall be a condition precedent to the delivery by the Company of an Issuance Notice with respect to the Common Shares;

Opinions of Counsel. (i) Prior to or at the first delivery of an Issuance Notice, and That each time the Registration Statement or the Prospectus is amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency AgreementsProgram Shares, (y) an Issuance Supplement or (yz) a Current Report on Form 8-K, unless, filed during a Selling Period and in the case of (y) or (z) reasonably requested by the Agent BNYMCM within five days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such date, a “Registration Statement Amendment Date”) ); or (ii) otherwise after each reasonable request by the Agent BNYMCM (each date of any such request by the AgentBNYMCM, an “Opinion Request Date”), the Company Transaction Entities shall as soon as practicable thereafter furnish or cause to be furnished as promptly as practicable thereafter to the Agent a BNYMCM written opinion opinions and negative assurance letters (A) of Xxxxxx Xxxxxxxx LLPDLA Piper LLP (US), counsel for the CompanyTransaction Entities, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to the AgentBNYMCM, (iB) of the General Counsel of EQR, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to BNYMCM, and (C) of Xxxxxxxx & Xxxxxxxx LLP, counsel for BNYMCM and the Alternative Sales Agents, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to BNYMCM, (1) if such counsel has previously furnished an opinion opinions and negative assurance letters to the effect set forth in Exhibit B Exhibits B, C and D hereto, to the effect that the Agent BNYMCM may rely on such previously furnished opinion opinions and negative assurance letters of such counsel to the same extent as though they were dated the date of such letter authorizing reliance (except that the statements in such last opinion opinions and negative assurance letters shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or (ii2) if such counsel has not previously furnished an opinion opinions and negative assurance letters to the effect set forth in Exhibit B Exhibits B, C and D hereto, of the same tenor as such opinion opinions and negative assurance letters of such counsel but modified to relate to the Registration Statement, the Prospectus and the General Disclosure Package (other than the offering price of any Common Program Shares) as amended and supplemented to such date; provided, however, that the Company Transaction Entities shall have the right in its their sole discretion to suspend the delivery of all such opinions and negative assurance letters otherwise required by this Section 4.07 if the Company does Transaction Entities do not expect to deliver an Issuance Notice with respect to the Common Program Shares; and provided, provided further, that that, in the event the Transactions Entities have suspended the delivery of each such opinion on or prior opinions and negative assurance letters pursuant to the terms of this Section 4.07, the delivery of the opinions and negative assurance letters required by this Section 4.07, dated as of the date of such Issuance Notice their delivery, shall be a condition precedent to the delivery by the Company EQR of an Issuance Notice with respect to the Common Program Shares;

Opinions of Counsel. (i) Prior to or at the first delivery of an Issuance Notice, and That each time the Registration Statement or the Prospectus is amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency AgreementsProgram Shares, (y) an Issuance Supplement or (yz) a Current Report on Form 8-K, unless, filed during a Selling Period and in the case of (y) or (z) reasonably requested by the Agent Xxxxxxx Xxxxx within five days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such date, a “Registration Statement Amendment Date”) ); or (ii) otherwise after each reasonable request by the Agent Xxxxxxx Xxxxx (each date of any such request by the AgentXxxxxxx Xxxxx, an “Opinion Request Date”), the Company Transaction Entities shall as soon as practicable thereafter furnish or cause to be furnished as promptly as practicable thereafter to the Agent a Xxxxxxx Xxxxx written opinion opinions and negative assurance letters (A) of Xxxxxx Xxxxxxxx Sidley Austin LLP, counsel for the CompanyTransaction Entities, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to the AgentXxxxxxx Xxxxx, (iB) of the General Counsel of EQR, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to Xxxxxxx Xxxxx, and (C) of Xxxxx & Xxxxxxx, LLP, counsel for Xxxxxxx Xxxxx and the Alternative Sales Agents, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to Xxxxxxx Xxxxx, (1) if such counsel has previously furnished an opinion opinions and negative assurance letters to the effect set forth in Exhibit B Exhibits B, C and D hereto, to the effect that the Agent Xxxxxxx Xxxxx may rely on such previously furnished opinion opinions and negative assurance letters of such counsel to the same extent as though they were dated the date of such letter authorizing reliance (except that the statements in such last opinion opinions and negative assurance letters shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or (ii2) if such counsel has not previously furnished an opinion opinions and negative assurance letters to the effect set forth in Exhibit B Exhibits B, C and D hereto, of the same tenor as such opinion opinions and negative assurance letters of such counsel but modified to relate to the Registration Statement, the Prospectus and the General Disclosure Package (other than the offering price of any Common Program Shares) as amended and supplemented to such date; provided, however, that the Company Transaction Entities shall have the right in its their sole discretion to suspend the delivery of all such opinions and negative assurance letters otherwise required by this Section 4.07 if the Company does Transaction Entities do not expect to deliver an Issuance Notice with respect to the Common Program Shares; and provided, provided further, that the delivery of each such opinion on or prior to and negative assurance letter (dated as of the date of such Issuance Notice on which the most recent Form 10-Q or Form 10-K or, if applicable, Form 8-K was filed by EQR with the Commission) shall be a condition precedent to the delivery by the Company EQR of an Issuance Notice with respect to the Common Program Shares;

Opinions of Counsel. (i) Prior to or at the first delivery of an Issuance Notice, and each time the Registration Statement or the Prospectus is amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency Agreements, or (y) a Current Report on Form 8-K, unless, filed during a Selling Period and reasonably requested by the Agent BNYMCM within five days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such date, a “Registration Statement Amendment Date”) or (ii) otherwise after each reasonable request by the Agent BNYMCM (each date of any such request by the AgentBNYMCM, an “Opinion Request Date”), the Company shall as soon as practicable thereafter furnish or cause to be furnished to the Agent BNYMCM a written opinion of Xxxxxx Xxxxxxxx LLP, counsel for the Company, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to the AgentBNYMCM, (i) if such counsel has previously furnished an opinion to the effect set forth in Exhibit B hereto, to the effect that the Agent BNYMCM may rely on such previously furnished opinion of such counsel to the same extent as though they were dated the date of such letter authorizing reliance (except that the statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or (ii) if such counsel has not previously furnished an opinion to the effect set forth in Exhibit B hereto, of the same tenor as such opinion of such counsel but modified to relate to the Registration Statement, the Prospectus and the General Disclosure Package (other than the offering price of any Common Shares) as amended and supplemented to such date; provided, however, that the Company shall have the right in its sole discretion to suspend the delivery of all such opinions otherwise required by this Section 4.07 if the Company does not expect to deliver an Issuance Notice with respect to the Common Shares; and provided, further, that the delivery of each such opinion on or prior to the date of such Issuance Notice shall be a condition precedent to the delivery by the Company of an Issuance Notice with respect to the Common Shares;

Opinions of Counsel. (i) Prior to or at the first delivery of an Issuance Notice, and That each time the Registration Statement or the Prospectus is amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency AgreementsProgram Shares, (y) an Issuance Supplement or (yz) a Current Report on Form 8-K, unless, filed during a Selling Period and in the case of (y) or (z) reasonably requested by the Agent Xxxxxx Xxxxxxx within five days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such date, a “Registration Statement Amendment Date”) ); or (ii) otherwise after each reasonable request by the Agent Xxxxxx Xxxxxxx (each date of any such request by the AgentXxxxxx Xxxxxxx, an “Opinion Request Date”), the Company Transaction Entities shall as soon as practicable thereafter furnish or cause to be furnished as promptly as practicable thereafter to the Agent a Xxxxxx Xxxxxxx written opinion opinions and negative assurance letters (A) of Xxxxxx Xxxxxxxx LLPDLA Piper LLP (US), counsel for the CompanyTransaction Entities, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to the AgentXxxxxx Xxxxxxx, (iB) of the General Counsel of EQR, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to Xxxxxx Xxxxxxx, and (C) of Xxxxx Lovells US LLP, counsel for Xxxxxx Xxxxxxx and the Alternative Sales Agents, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to Xxxxxx Xxxxxxx, (1) if such counsel has previously furnished an opinion opinions and negative assurance letters to the effect set forth in Exhibit B Exhibits B, C and D hereto, to the effect that the Agent Xxxxxx Xxxxxxx may rely on such previously furnished opinion opinions and negative assurance letters of such counsel to the same extent as though they were dated the date of such letter authorizing reliance (except that the statements in such last opinion opinions and negative assurance letters shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or (ii2) if such counsel has not previously furnished an opinion opinions and negative assurance letters to the effect set forth in Exhibit B Exhibits B, C and D hereto, of the same tenor as such opinion opinions and negative assurance letters of such counsel but modified to relate to the Registration Statement, the Prospectus and the General Disclosure Package (other than the offering price of any Common Program Shares) as amended and supplemented to such date; provided, however, that the Company Transaction Entities shall have the right in its their sole discretion to suspend the delivery of all such opinions and negative assurance letters otherwise required by this Section 4.07 if the Company does Transaction Entities do not expect to deliver an Issuance Notice with respect to the Common Program Shares; and provided, provided further, that that, in the event the Transactions Entities have suspended the delivery of each such opinion on or prior opinions and negative assurance letters pursuant to the terms of this Section 4.07, the delivery of the opinions and negative assurance letters required by this Section 4.07, dated as of the date of such Issuance Notice their delivery, shall be a condition precedent to the delivery by the Company EQR of an Issuance Notice with respect to the Common Program Shares;

Opinions of Counsel. (i) Prior to or at the first delivery of an Issuance Notice, and That each time the Registration Statement or the Prospectus is amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency AgreementsProgram Shares, (y) an Issuance Supplement or (yz) a Current Report on Form 8-K, unless, filed during a Selling Period and in the case of (y) or (z) reasonably requested by the Agent JPMorgan within five days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such date, a “Registration Statement Amendment Date”) ); or (ii) otherwise after each reasonable request by the Agent JPMorgan (each date of any such request by the AgentJPMorgan, an “Opinion Request Date”), the Company Transaction Entities shall as soon as practicable thereafter furnish or cause to be furnished as promptly as practicable thereafter to the Agent a JPMorgan written opinion opinions and negative assurance letters (A) of Xxxxxx Xxxxxxxx Sidley Austin LLP, counsel for the CompanyTransaction Entities, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to the AgentJPMorgan, (iB) of the General Counsel of EQR, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to JPMorgan, and (C) of Xxxxx & Xxxxxxx, LLP, counsel for JPMorgan and the Alternative Sales Agents, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to JPMorgan, (1) if such counsel has previously furnished an opinion opinions and negative assurance letters to the effect set forth in Exhibit B Exhibits B, C and D hereto, to the effect that the Agent JPMorgan may rely on such previously furnished opinion opinions and negative assurance letters of such counsel to the same extent as though they were dated the date of such letter authorizing reliance (except that the statements in such last opinion opinions and negative assurance letters shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or (ii2) if such counsel has not previously furnished an opinion opinions and negative assurance letters to the effect set forth in Exhibit B Exhibits B, C and D hereto, of the same tenor as such opinion opinions and negative assurance letters of such counsel but modified to relate to the Registration Statement, the Prospectus and the General Disclosure Package (other than the offering price of any Common Program Shares) as amended and supplemented to such date; provided, however, that the Company Transaction Entities shall have the right in its their sole discretion to suspend the delivery of all such opinions and negative assurance letters otherwise required by this Section 4.07 if the Company does Transaction Entities do not expect to deliver an Issuance Notice with respect to the Common Program Shares; and provided, provided further, that the delivery of each such opinion on or prior to and negative assurance letter (dated as of the date of such Issuance Notice on which the most recent Form 10-Q or Form 10-K or, if applicable, Form 8-K was filed by EQR with the Commission) shall be a condition precedent to the delivery by the Company EQR of an Issuance Notice with respect to the Common Program Shares;

Opinions of Counsel. (ia) Prior to or at the first delivery of an Issuance Notice, and That each time the Registration Statement or the Prospectus is amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the issuance or offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency AgreementsShares, (y) an Issuance Supplement or (yz) a Current Report on Form 8-K, unless, filed during a Selling Period and unless reasonably requested by the Agent BNYMCM within five thirty (30) days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such date, a “Registration Statement Amendment Date”) amendment or (ii) otherwise after each reasonable request by the Agent (each date of any such request by the Agentsupplement, an “Opinion Request DateTrigger Event”), the Company shall as soon as practicable thereafter furnish at any time selected by the Company on or cause following the date of such Opinion Trigger Event (except that during a Selling Period or any other period in which a prospectus relating to the Issuance Shares is required to be furnished delivered by BNYMCM under the Securities Act, such time shall be no later than one (1) Trading Day after each Opinion Trigger Event that occurs during such period; and provided that in any case delivery shall be a condition to the Agent delivery of an Issuance Notice) furnish forthwith to BNYMCM a written opinion or negative assurance letter of Xxxxxx Xxxxxxxx & Xxxxxxxx LLP, counsel for the Company, and Xxxxxx X. Xxxxxxxxx, Assistant General Counsel of Predecessor and in-house counsel to the Company, in each case dated the date of such amendment, supplement or incorporation delivery and in form reasonably satisfactory to the AgentBNYMCM, (i) if such counsel has previously furnished an opinion or negative assurance letter to the effect set forth in Exhibit B heretoB-1 or B-2 hereto (as applicable), to the effect that the Agent BNYMCM may rely on such previously furnished opinion of such counsel to the same extent as though they it were dated the date of such letter authorizing reliance (except that the statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or (ii) if such counsel has not previously furnished an opinion to the effect set forth in Exhibit B heretoB-1 or B-2 hereto (as applicable), of the same tenor as such opinion of such counsel but modified to relate to the Registration Statement, Statement and the Prospectus and the General Disclosure Package (other than the offering price of any Common Shares) as amended and supplemented to such date; provided, however, that the Company shall have the right in its sole discretion to suspend the delivery of all such opinions otherwise required by this Section 4.07 if the Company does not expect to deliver an Issuance Notice with respect to the Common Shares; and provided, further, that the delivery of each such opinion on or prior to the date of such Issuance Notice shall be a condition precedent to the delivery by the Company of an Issuance Notice with respect to the Common Shares;.

Opinions of Counsel. (i) Prior to or at the first delivery of an Issuance Notice, and each time the Registration Statement or the Prospectus is amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency Agreements, or (y) a Current Report on Form 8-K, unless, filed during a Selling Period and reasonably requested by the Agent DBSI within five days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such date, a “Registration Statement Amendment Date”) or (ii) otherwise after each reasonable request by the Agent DBSI (each date of any such request by the AgentDBSI, an “Opinion Request Date”), the Company shall as soon as practicable thereafter furnish or cause to be furnished to the Agent DBSI a written opinion of Xxxxxx Xxxxxxxx LLP, counsel for the Company, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to the AgentDBSI, (i) if such counsel has previously furnished an opinion to the effect set forth in Exhibit B hereto, to the effect that the Agent DBSI may rely on such previously furnished opinion of such counsel to the same extent as though they were dated the date of such letter authorizing reliance (except that the statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or (ii) if such counsel has not previously furnished an opinion to the effect set forth in Exhibit B hereto, of the same tenor as such opinion of such counsel but modified to relate to the Registration Statement, the Prospectus and the General Disclosure Package (other than the offering price of any Common Shares) as amended and supplemented to such date; provided, however, that the Company shall have the right in its sole discretion to suspend the delivery of all such opinions otherwise required by this Section 4.07 if the Company does not expect to deliver an Issuance Notice with respect to the Common Shares; and provided, further, that the delivery of each such opinion (dated on or prior to the date of such Issuance Notice Notice) shall be a condition precedent to the delivery by the Company of an Issuance Notice with respect to the Common Shares;

Opinions of Counsel. (i) Prior to or at the first delivery of an Issuance Notice, and each Each time the Registration Statement or the Prospectus is filed, amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency Agreements, (y) an Issuance Supplement or (yz) a Current Report on Form 8-K, unless, unless filed during a Selling Period and reasonably requested by the Agent BTIG within five 5 days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such date, a “Registration Statement Amendment Date”) amendment or (ii) otherwise after each reasonable request by the Agent (each date of any such request by the Agent, supplement an “Opinion Request DateTriggering Event”), the Company shall as soon as practicable thereafter furnish or cause to be furnished to the Agent BTIG a written opinion of Xxxxxx Xxxxxxxx LLPBond, Xxxxxxxxx & King, PLLC, counsel for the Company, dated the date of such amendment, supplement or incorporation delivery and in form reasonably satisfactory to the AgentBTIG, (i) if such counsel has previously furnished an opinion to the effect set forth in Exhibit B hereto, to the effect that the Agent BTIG may rely on such previously furnished opinion of such counsel to the same extent as though they it were dated the date of such letter authorizing reliance (except that the statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or (ii) if such counsel has not previously furnished an opinion to the effect set forth in Exhibit B hereto, of the same tenor as such opinion of such counsel but modified to relate to the Registration Statement, Statement and the Prospectus and the General Disclosure Package (other than the offering price of any Common Shares) as amended and supplemented to such date; provided, however, that the Company shall have the right in its sole discretion not be obligated to suspend the delivery of all deliver any such opinions otherwise required by this Section 4.07 if opinion unless and until such time as (i) the Company does not expect to deliver delivers an Issuance Notice with respect to Notice, (ii) the Common Shares; and provided, further, that the delivery of each such opinion on Opinion Trigger Event occurs during a Selling Period or prior to the date of such Issuance Notice shall be a condition precedent to the delivery by (iii) the Company of an Issuance Notice with respect to the Common Sharesfiles a Registration Statement;

Opinions of Counsel. (i) Prior to or at the first delivery of an Issuance Notice, and That each time the Registration Statement or the Prospectus is amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency AgreementsShares, (y) a Pricing Supplement or (yz) a Current Report on Form 8-K, unless, filed during a Selling Period and in the case of (y) or (z) reasonably requested by Sales Agent, the Agent Forward Seller or the Forward Purchaser within five days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such date, a “Registration Statement Amendment Date”) or (ii) otherwise after each reasonable request by Sales Agent, the Agent Forward Seller or the Forward Purchaser, as the case may be (each date of any such request by Sales Agent, the AgentForward Seller or the Forward Purchaser, an “Opinion Request Date”), the Company shall as soon as practicable thereafter furnish or cause to be furnished as promptly as practicable thereafter to Sales Agent, the Agent a Forward Seller and the Forward Purchaser written opinion opinions and negative assurance letters of Xxxxxx Xxxxxxxx Xxxxxxx Procter LLP, counsel for the Company, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to the Sales Agent, the Forward Seller and the Forward Purchaser, and of Holland & Knight LLP, Pennsylvania counsel to the Company, dated as of the date of such amendment, supplement or incorporation and in form and substance reasonably satisfactory to Sales Agent, the Forward Seller and the Forward Purchaser and of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for Sales Agent, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to Sales Agent, the Forward Seller and the Forward Purchaser, (ia) if such counsel has previously furnished an opinion opinions and negative assurance letters required pursuant to the effect set forth in Exhibit B heretoSections 2.02(ii), (iii), (iv) and (v) hereof, to the effect that Sales Agent, the Agent Forward Seller and the Forward Purchaser may rely on such previously furnished opinion opinions and negative assurance letters of such counsel to the same extent as though they were dated the date of such letter authorizing reliance (except that the statements in such last opinion opinions and negative assurance letters shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or (iib) if such counsel has not previously furnished an opinion opinions and negative assurance letters required pursuant to the effect set forth in Exhibit B heretoSections 2.02(ii), (iii), (iv) and (v) hereof, of the same tenor as such opinion opinions and negative assurance letters of such counsel but modified to relate to the Registration Statement, the Prospectus and the General Disclosure Package (other than the offering price of any shares of Common SharesStock) as amended and supplemented to such date; provided, however, that the Company shall have the right in its sole discretion to suspend the delivery of all such opinions and negative assurance letters otherwise required by this Section 4.07 if the Company does not expect to deliver an Issuance a Transaction Notice with respect to the Common Shares; and provided, provided further, that the delivery of each such opinion on or prior to and negative assurance letter (dated as of the date of such Issuance Notice on which the most recent Form 10-Q or Form 10-K or, if applicable, Form 8-K was filed by the Company with the Commission) shall be a condition precedent to the delivery by the Company of an Issuance a Transaction Notice with respect to the Common Shares;.

Opinions of Counsel. (i) Prior to or at the first delivery of an Issuance Notice, and That each time the Registration Statement or the Prospectus is amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency Agreements, or (y) an Issuance Supplement or (z) a Current Report on Form 8-K, unless, filed during a Selling Period and in the case of (y) or (z), reasonably requested by the Agent BNYM within five 30 days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such date, a “Registration Statement Amendment Date”) or (ii) otherwise after each reasonable request by the Agent (each date of any such request by the Agent, an “Opinion Request Date”)Prospectus, the Company shall as soon as practicable thereafter furnish or cause to be furnished promptly to the Agent a BNYM written opinion opinions of Xxxxxx Xxxxxxxx X. Xxxxxx, Esq., Senior Vice President, General Counsel and Chief Compliance Officer of the Company and Xxxxx & XxXxxxx LLP, counsel for to the Company, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to the AgentBNYM, (i) if such counsel has previously furnished an opinion to the effect set forth in Exhibit B heretohereto respectively, to the effect that the Agent BNYM may rely on such previously furnished opinion opinions of such counsel (except for the opinions in paragraphs 3, 4 and 5 of Exhibit B(1) and Exhibit B(2) hereto) to the same extent as though they it were dated the date of such letter authorizing reliance (except that the statements in such last opinion opinions shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or (ii) if such counsel has not previously furnished an opinion to the effect set forth in Exhibit B B(1) or Exhibit B(2) hereto, of the same tenor as such an opinion of such counsel counsel, but modified to relate to the Registration Statement, Statement and the Prospectus and the General Disclosure Package (other than the offering price of any Common Shares) as amended and supplemented to such date; provided, however, that the Company shall have the right in its sole discretion to suspend the delivery of all such opinions otherwise required by this Section 4.07 if the Company does not expect to deliver an Issuance Notice with respect to the Common Shares; and provided, further, that the delivery of each such opinion on or prior to the date of such Issuance Notice shall be a condition precedent to the delivery by the Company of an Issuance Notice with respect to the Common Shares;.

Opinions of Counsel. (i) Prior to or at the first delivery of an Issuance Notice, and That each time the Registration Statement or the Prospectus is amended or supplemented (other than by means of (x) an amendment Issuance Supplement or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency Agreements, or (y) a Current Report on Form 8-K, unless, filed during a Selling Period and unless reasonably requested by the Agent BNYMCM within five 30 days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such date, a “Registration Statement Amendment Date”) or (ii) otherwise after each reasonable request by the Agent (each date of any such request by the Agent, an “Opinion Request Date”)Prospectus, the Company shall as soon as practicable thereafter at any time selected by the Company furnish or cause to be furnished forthwith to the Agent BNYMCM (a) a written opinion and negative assurance letter of Xxxxxx X. Xxxxxxx, General Counsel of the Company, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to BNYMCM, (b) a written opinion and negative assurance letter of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Company, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to BNYMCM, (c) a written opinion of Xxxxxx Xxxxxxx PLLC, Michigan counsel for the AgentCompany, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to BNYMCM, and (d) a written opinion of Xxxxxx, Xxxxx & Xxxxxxxx, P.C., federal energy regulatory counsel for the Company, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to BNYMCM, (i) if such counsel has previously furnished an opinion opinions to the effect set forth in Exhibit B X-0, Xxxxxxx X-0, Exhibit C-1, Exhibit C-2, Exhibit D and Exhibit E attached hereto, to the effect that the Agent BNYMCM may rely on such previously furnished opinion opinions of such counsel to the same extent as though they were dated the date of such letter letters authorizing reliance (except that the statements in such last opinion opinions shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or (ii) if such counsel has not previously furnished an opinion opinions to the effect set forth in Exhibit B X-0, Xxxxxxx X-0, Exhibit C-1, Exhibit C-2, Exhibit D and Exhibit E attached hereto, of the same tenor as such opinion opinions of such counsel but modified to relate to the Registration Statement, Statement and the Prospectus and the General Disclosure Package (other than the offering price of any Common Shares) as amended and supplemented to such date; provided, however, that the Company shall have the right in its sole discretion to suspend the delivery of all such opinions otherwise required by this Section 4.07 if the Company does not expect to deliver an Issuance Notice with respect to the Common Shares; and provided, provided further, that the delivery of each all such opinion on or prior to the date of such Issuance Notice opinions shall be a condition precedent to the delivery by the Company of an Issuance Notice with respect to the Common Shares;.

Opinions of Counsel. (i) Prior to or at the first delivery of an Issuance Notice, and That each time the Registration Statement or the Prospectus is amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency AgreementsShares, (y) a Pricing Supplement or (yz) a Current Report on Form 8-K, unless, filed during a Selling Period and in the case of (y) or (z) reasonably requested by Sales Agent, the Agent Forward Seller or the Forward Purchaser within five days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such date, a “Registration Statement Amendment Date”) or (ii) otherwise after each reasonable request by Sales Agent, the Agent Forward Seller or the Forward Purchaser, as the case may be (each date of any such request by Sales Agent, the AgentForward Seller or the Forward Purchaser, an “Opinion Request Date”), the Company shall as soon as practicable thereafter furnish or cause to be furnished within two business days to Sales Agent, the Agent a Forward Seller and the Forward Purchaser written opinion opinions and negative assurance letters of Xxxxxx Xxxxxxxx Xxxxxxx Procter LLP, counsel for the Company, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to the Sales Agent, the Forward Seller and the Forward Purchaser, and of O’Melveny & Xxxxx LLP, counsel for Sales Agent and the Alternative Sales Agents, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to Sales Agent, the Forward Seller and the Forward Purchaser, (ia) if such counsel has previously furnished an opinion opinions and negative assurance letters to the effect set forth in Exhibit B Exhibits B, C, D and E hereto, to the effect that Sales Agent, the Agent Forward Seller and the Forward Purchaser may rely on such previously furnished opinion opinions and negative assurance letters of such counsel to the same extent as though they were dated the date of such letter authorizing reliance (except that the statements in such last opinion opinions and negative assurance letters shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or (iib) if such counsel has not previously furnished an opinion opinions and negative assurance letters to the effect set forth in Exhibit B Exhibits B, C, D and E hereto, of the same tenor as such opinion opinions and negative assurance letters of such counsel but modified to relate to the Registration Statement, the Prospectus and the General Disclosure Package (other than the offering price of any shares of Common SharesStock) as amended and supplemented to such date; provided, however, that the Company shall have the right in its sole discretion to suspend the delivery of all such opinions and negative assurance letters otherwise required by this Section 4.07 if the Company does not expect to deliver an Issuance a Transaction Notice with respect to the Common Shares; and provided, provided further, that the delivery of each such opinion on or prior to and negative assurance letter (dated as of the date of such Issuance Notice on which the most recent Form 10-Q or Form 10-K or, if applicable, Form 8-K was filed by the Company with the Commission) shall be a condition precedent to the delivery by the Company of an Issuance a Transaction Notice with respect to the Common Shares;.

Opinions of Counsel. (i) Prior to or at the first delivery of an Issuance Notice, and That each time the Registration Statement or the Prospectus is amended or supplemented (other than by means of (x) an amendment Issuance Supplement or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency Agreements, or (y) a Current Report on Form 8-K, unless, filed during a Selling Period and unless reasonably requested by the Agent BNYCMI within five 30 days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such date, a “Registration Statement Amendment Date”) amendment or (ii) otherwise after each reasonable request by the Agent (each date of any such request by the Agentsupplement, an “Opinion Request DateTrigger Event”), the Company shall as soon as practicable thereafter at any time selected by the Company on or following the date of such Opinion Trigger Event (except that during a Selling Period or any other period in which a prospectus relating to the Issuance Shares is required to be delivered by BNYCMI under the Securities Act, such time shall be no later than one Trading Day after each Opinion Trigger Event that occurs during such period; and provided that in any case delivery shall be a condition to the delivery of an Issuance Notice) furnish or cause to be furnished forthwith to the Agent BNYCMI a written opinion of Xxxxxx Xxxxxxxx & Xxxxxxxx LLP, counsel for the Company, and Xxxxxx X. Xxxxxxx, Assistant General Counsel of the Company, in each case dated the date of such amendment, supplement or incorporation delivery and in form reasonably satisfactory to the AgentBNYCMI, (i) if such counsel has previously furnished an opinion to the effect set forth in Exhibit B heretoB-1 or B-2 hereto (as applicable), to the effect that the Agent BNYCMI may rely on such previously furnished opinion of such counsel to the same extent as though they it were dated the date of such letter authorizing reliance (except that the statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or (ii) if such counsel has not previously furnished an opinion to the effect set forth in Exhibit B heretoB-1 or B-2 hereto (as applicable), of the same tenor as such an opinion of such counsel but modified to relate to the Registration Statement, Statement and the Prospectus and the General Disclosure Package (other than the offering price of any Common Shares) as amended and supplemented to such date; provided, however, that the Company shall have the right in its sole discretion to suspend the delivery of all such opinions otherwise required by this Section 4.07 if the Company does not expect to deliver an Issuance Notice with respect to the Common Shares; and provided, further, that the delivery of each such opinion on or prior to the date of such Issuance Notice shall be a condition precedent to the delivery by the Company of an Issuance Notice with respect to the Common Shares;

Opinions of Counsel. (i) Prior to or at the first delivery of an Issuance Notice, and That each time the Registration Statement or the Final Supplemented Prospectus is amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency Agreements, or (y) a Current Report on Form 8-K, unless, filed during a Selling Period and in the case of (y) reasonably requested by the Agent Barclays within five 30 days of from the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such date, a “Registration Statement Amendment Date”) or (ii) otherwise after each reasonable request by the Agent (each date of any such request by the Agent, an “Opinion Request Date”)Final Supplemented Prospectus, the Company shall as soon as practicable thereafter furnish or cause to be furnished forthwith to the Agent Barclays a written opinion of Xxxxxx Xxxxxxxx Xxxxxxx LLP, counsel for to the Company, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to the AgentBarclays, (i) if such counsel has previously furnished an opinion to the effect set forth in Exhibit B hereto, hereto to the effect that the Agent Barclays may rely on such previously furnished opinion of such counsel to the same extent as though they it were dated the date of such letter authorizing reliance (except that the statements in such last opinion shall be deemed to relate to the Registration Statement and the Final Supplemented Prospectus as amended and supplemented to such date) or (ii) if such counsel has not previously furnished an opinion to the effect set forth in Exhibit B hereto, hereto of the same tenor as such an opinion of such counsel but modified to relate to the Registration Statement, the Prospectus Statement and the General Disclosure Package (other than the offering price of any Common Shares) Final Supplemented Prospectus as amended and supplemented to such date; provided. In the event Barclays requests an opinion pursuant to clause (y) above with respect to any Current Report on Form 8-K, however, that the Company shall have the right in its sole discretion not be required to suspend the delivery of all deliver such opinions otherwise required by this Section 4.07 opinion if the Company does agrees not expect to deliver an Issuance Notice with respect until the next date an opinion would otherwise be required pursuant to the Common Shares; and provided, further, that the delivery of each such opinion on or prior to the date of such Issuance Notice shall be a condition precedent to the delivery by the Company of an Issuance Notice with respect to the Common Shares;this Section 4.09.

Opinions of Counsel. (i) Prior to or at the first delivery of an Issuance Notice, and That each time the Registration Statement or the Prospectus is amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency AgreementsShares, (y) an Issuance Supplement or (yz) a Current Report on Form 8-K, unless, filed during a Selling Period and in the case of (y) or (z) reasonably requested by the Agent BNYMCM within five days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such date, a “Registration Statement Amendment Date”) or (ii) otherwise after each reasonable request by the Agent BNYMCM (each date of any such request by the AgentBNYMCM, an “Opinion Request Date”), the Company shall as soon as practicable thereafter furnish or cause to be furnished as promptly as practicable thereafter to the Agent a BNYMCM written opinion opinions and negative assurance letters of Xxxxxx Xxxxxxxx Xxxxxxx Procter LLP, counsel for the Company, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to BNYMCM and of O’Melveny & Xxxxx, LLP, counsel for BNYMCM and the AgentAlternative Sales Agents, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to BNYMCM, (i) if such counsel has previously furnished an opinion opinions and negative assurance letters to the effect set forth in Exhibit B Exhibits B, C, D and E hereto, to the effect that the Agent BNYMCM may rely on such previously furnished opinion opinions and negative assurance letters of such counsel to the same extent as though they were dated the date of such letter authorizing reliance (except that the statements in such last opinion opinions and negative assurance letters shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or (ii) if such counsel has not previously furnished an opinion opinions and negative assurance letters to the effect set forth in Exhibit B Exhibits B, C, D and E hereto, of the same tenor as such opinion opinions and negative assurance letters of such counsel but modified to relate to the Registration Statement, the Prospectus and the General Disclosure Package (other than the offering price of any shares of Common SharesStock) as amended and supplemented to such date; provided, however, that the Company shall have the right in its sole discretion to suspend the delivery of all such opinions and negative assurance letters otherwise required by this Section 4.07 if the Company does not expect to deliver an Issuance Notice with respect to the Common Shares; and provided, provided further, that the delivery of each such opinion on or prior to and negative assurance letter (dated as of the date of such Issuance Notice on which the most recent Form 10-Q or Form 10-K or, if applicable, Form 8-K was filed by the Company with the SEC) shall be a condition precedent to the delivery by the Company of an Issuance Notice with respect to the Common Shares;

Opinions of Counsel. (i) Prior to or at the first delivery of an Issuance Notice, and That each time the Registration Statement or the Prospectus is amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency AgreementsProgram Shares, (y) an Issuance Supplement or (yz) a Current Report on Form 8-K, unless, filed during a Selling Period and in the case of (y) or (z) reasonably requested by the Agent JPMorgan within five days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such date, a “Registration Statement Amendment Date”) ); or (ii) otherwise after each reasonable request by the Agent JPMorgan (each date of any such request by the AgentJPMorgan, an “Opinion Request Date”), the Company Transaction Entities shall as soon as practicable thereafter furnish or cause to be furnished as promptly as practicable thereafter to the Agent a JPMorgan written opinion opinions and negative assurance letters (A) of Xxxxxx Xxxxxxxx LLPDLA Piper LLP (US), counsel for the CompanyTransaction Entities, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to the AgentJPMorgan, (iB) of the General Counsel of EQR, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to JPMorgan, and (C) of Xxxxxxxx & Xxxxxxxx LLP, counsel for JPMorgan and the Alternative Sales Agents, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to JPMorgan, (1) if such counsel has previously furnished an opinion opinions and negative assurance letters to the effect set forth in Exhibit B Exhibits B, C and D hereto, to the effect that the Agent JPMorgan may rely on such previously furnished opinion opinions and negative assurance letters of such counsel to the same extent as though they were dated the date of such letter authorizing reliance (except that the statements in such last opinion opinions and negative assurance letters shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or (ii2) if such counsel has not previously furnished an opinion opinions and negative assurance letters to the effect set forth in Exhibit B Exhibits B, C and D hereto, of the same tenor as such opinion opinions and negative assurance letters of such counsel but modified to relate to the Registration Statement, the Prospectus and the General Disclosure Package (other than the offering price of any Common Program Shares) as amended and supplemented to such date; provided, however, that the Company Transaction Entities shall have the right in its their sole discretion to suspend the delivery of all such opinions and negative assurance letters otherwise required by this Section 4.07 if the Company does Transaction Entities do not expect to deliver an Issuance Notice with respect to the Common Program Shares; and provided, provided further, that that, in the event the Transactions Entities have suspended the delivery of each such opinion on or prior opinions and negative assurance letters pursuant to the terms of this Section 4.07, the delivery of the opinions and negative assurance letters required by this Section 4.07, dated as of the date of such Issuance Notice their delivery, shall be a condition precedent to the delivery by the Company EQR of an Issuance Notice with respect to the Common Program Shares;

Opinions of Counsel. (i) Prior to or at the first delivery of an Issuance Notice, and That each time the Registration Statement or the Prospectus is amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency AgreementsShares, (y) a Pricing Supplement or (yz) a Current Report on Form 8-K, unless, in the case of (y) or (z) filed during a Selling Period and Period, reasonably requested by the Sales Agent or the Forward Seller within five days of the filing thereof with the Commission; provided, that, notwithstanding the foregoing, such request must be made prior to the final Settlement Date of the applicable Selling Period), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such date, a “Registration Statement Amendment Date”) amendment or (ii) otherwise after each reasonable request by the Agent (each date of any such request by the Agentsupplement, an “Opinion Request DateTrigger Event”), the Company shall at any time selected by the Company on or following the date of such Opinion Trigger Event (except that during a Selling Period or any other period in which a prospectus relating to the Shares is required to be delivered to the Sales Agent or the Forward Seller under the Securities Act, such time shall be as soon as practicable thereafter after each Opinion Trigger Event that occurs during such Selling Period) furnish or cause to be furnished to the Agent Sales Agent, the Forward Seller and the Forward Purchaser a written opinion of Xxxxxx Xxxxxxxx LLPXxxxx Day, counsel for to the Company, dated the date of such amendment, supplement or incorporation delivery and in form reasonably satisfactory to the Sales Agent, the Forward Seller and the Forward Purchaser, (i) if such counsel has previously furnished an opinion to the effect set forth in Exhibit B heretoB, to the effect that the Agent Sales Agent, the Forward Seller and the Forward Purchaser may rely on such previously furnished opinion of such counsel to the same extent as though they it were dated the date of such letter authorizing reliance (except that the statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or (ii) if such counsel has not previously furnished an opinion to the effect set forth in Exhibit B heretoB, of the same tenor as such an opinion of such counsel but modified to relate to the Registration Statement, Statement and the Prospectus and the General Disclosure Package (other than the offering price of any Common Shares) as amended and supplemented to such date; provided, however, that the Company shall have the right in its sole discretion not be obligated to suspend the delivery of all deliver any such opinions otherwise required by this Section 4.07 if opinion unless and until such time as the Company does not expect to deliver an Issuance delivers a Transaction Notice with respect to or the Common Shares; and provided, further, that the delivery of each such opinion on or prior to the date of such Issuance Notice shall be Opinion Trigger Event occurs during a condition precedent to the delivery by the Company of an Issuance Notice with respect to the Common Shares;Selling Period.

Opinions of Counsel. That (i) Prior to or at the first delivery of an Issuance Notice, and each time the Registration Statement or the Prospectus is amended or supplemented (other than by means of (xa) an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency AgreementsShares, or (yb) an Issuance Supplement, (c) a Current Report on Form 8-K (other than a Current Report on Form 8-K containing financial statements or an earnings release or with respect to material federal income tax considerations relating to ownership of the Company’s Common Stock), (d) a Definitive Proxy Statement on Schedule 14A or (e) a Part III-only amendment to an Annual Report on Form 10-K, unless, filed during a Selling Period and in the case of (a) or (b) reasonably requested by the Agent within five (5) business days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q or a Current Report on Form 8-K containing financial statements or an earnings release or with respect to material federal income tax considerations relating to ownership of the Company’s Common Stock filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such date, a “Registration Statement Amendment Date”) or (ii) otherwise after each reasonable request by the Agent (each date of any such request by the Agent, an “Opinion Request Date”), the Company shall as soon as practicable thereafter furnish or cause to be furnished as soon as practicable thereafter to written opinions and negative assurance letters of the Agent a written opinion General Counsel of Xxxxxx Xxxxxxxx the Company and Xxxxxxx Procter LLP, counsel for the Company, dated the date of such amendment, supplement or incorporation delivery and in form reasonably satisfactory to the Agent, (i) if such counsel has previously furnished an opinion opinions and negative assurance letters to the effect set forth in Exhibit B Exhibits D, E, F and G hereto, to the effect that the Agent may rely on such previously furnished opinion opinions and negative assurance letters of such counsel to the same extent as though they were dated the date of such letter authorizing reliance (except that the statements in such last opinion opinions and negative assurance letters shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or (ii) if such counsel has not previously furnished an opinion to the effect set forth in Exhibit B hereto, of the same tenor as such opinion opinions and negative assurance letters of such counsel as set forth in Exhibits D, E, F and G hereto, but modified to relate to the Registration Statement, the Prospectus and the General Disclosure Package (other than the offering price of any shares of Common SharesStock) as amended and supplemented to such date; provided, however, that the Company shall have the right in its sole discretion to suspend the delivery of all such opinions and negative assurance letters otherwise required by this Section 4.07 4.06 if a Selling Period is not then in effect and the Company does not expect Settlement Date has occurred for all Common Shares previously sold pursuant to deliver an Issuance Notice with respect to the Common Sharesthis Agreement; and provided, provided further, that the delivery of each such opinion on and negative assurance letter (dated as of or prior to after the date of on which the most recent such Issuance Notice amendment or supplement was filed by the Company with the SEC) shall be a condition precedent to the delivery by the Company of an Issuance Notice with respect to the Common Shares;

Opinions of Counsel. (i) Prior to or at the first delivery of an Issuance Notice, and each Each time the Registration Statement or the Prospectus is filed, amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency Agreements, (y) an Issuance Supplement or (yz) a Current Report on Form 8-K, unless, unless filed during a Selling Period and reasonably requested by the Agent BNYMCM within five 5 days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such date, a “Registration Statement Amendment Date”) amendment or (ii) otherwise after each reasonable request by the Agent (each date of any such request by the Agent, supplement an “Opinion Request DateTriggering Event”), the Company shall as soon as practicable thereafter furnish or cause to be furnished to the Agent BNYMCM a written opinion of Xxxxxx Xxxxxxxx Xxxxxxx Xxxxxxxxxxx & Mugel, LLP, counsel for the Company, dated the date of such amendment, supplement or incorporation delivery and in form reasonably satisfactory to the AgentBNYMCM, (i) if such counsel has previously furnished an opinion to the effect set forth in Exhibit B hereto, to the effect that the Agent BNYMCM may rely on such previously furnished opinion of such counsel to the same extent as though they it were dated the date of such letter authorizing reliance (except that the statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or (ii) if such counsel has not previously furnished an opinion to the effect set forth in Exhibit B hereto, of the same tenor as such opinion of such counsel but modified to relate to the Registration Statement, Statement and the Prospectus and the General Disclosure Package (other than the offering price of any Common Shares) as amended and supplemented to such date; provided, however, that the Company shall have the right in its sole discretion not be obligated to suspend the delivery of all deliver any such opinions otherwise required by this Section 4.07 if opinion unless and until such time as (i) the Company does not expect to deliver delivers an Issuance Notice with respect to Notice, (ii) the Common Shares; and provided, further, that the delivery of each such opinion on Opinion Trigger Event occurs during a Selling Period or prior to the date of such Issuance Notice shall be a condition precedent to the delivery by (iii) the Company of an Issuance Notice with respect to the Common Sharesfiles a Registration Statement;

Opinions of Counsel. On or prior to the date that Securities are first sold pursuant to the terms of this Agreement the Company shall furnish to the Placement Agent the opinions, each addressed to the Placement Agent, of (i) Prior to or at the first delivery of an Issuance Notice, and each time the Registration Statement or the Prospectus is amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency Agreements, or (y) a Current Report on Form 8-K, unless, filed during a Selling Period and reasonably requested by the Agent within five days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such date, a “Registration Statement Amendment Date”) or (ii) otherwise after each reasonable request by the Agent (each date of any such request by the Agent, an “Opinion Request Date”), the Company shall as soon as practicable thereafter furnish or cause to be furnished to the Agent a written opinion of Xxxxxx Xxxxxxxx Xxxxxxx Xxxxx LLP, counsel for the Company, dated or other counsel satisfactory to the date of such amendmentPlacement Agent, supplement or incorporation and in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit D and Exhibit E; (ii) Xxxxxxx Xxxxx LLP, counsel for the Advisor, or other counsel satisfactory to the Placement Agent, (i) if such counsel has previously furnished an opinion in form and substance reasonably satisfactory to the effect set forth in Exhibit B heretoPlacement Agent and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the effect that the Agent may rely on such previously furnished form attached hereto as Exhibit F; (iii) a written opinion of such Xxxxx Lovells US LLP, Maryland counsel to the same extent as though they were Company, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date of such letter authorizing reliance (except that the statements opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit G; and (iv) a written opinion of the Company’s General Counsel, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit H. Prior to the date that any Securities are sold hereunder, the Company shall cause Company Maryland Counsel to deliver to the Placement Agent a written opinion that such last Securities have been duly authorized, and, when issued in accordance with the provisions of the Agreement, will be validly issued, fully paid and non-assessable, and such written opinion shall be deemed to relate reasonably satisfactory to the Registration Statement Placement Agent in form and the Prospectus as amended and supplemented to such date) or (ii) if such counsel has not previously furnished an opinion to the effect set forth in Exhibit B hereto, of the same tenor as such opinion of such counsel but modified to relate to the Registration Statement, the Prospectus and the General Disclosure Package (other than the offering price of any Common Shares) as amended and supplemented to such date; provided, however, that the Company shall have the right in its sole discretion to suspend the delivery of all such opinions otherwise required by this Section 4.07 if the Company does not expect to deliver an Issuance Notice with respect to the Common Shares; and provided, further, that the delivery of each such opinion on or prior to the date of such Issuance Notice shall be a condition precedent to the delivery by the Company of an Issuance Notice with respect to the Common Shares;substance.

Opinions of Counsel. That (i) Prior to or at the first delivery of an Issuance Notice, and each time the Registration Statement or the Prospectus is amended or supplemented (other than by means of (xa) an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency AgreementsShares, or (yb) an Issuance Supplement, (c) a Current Report on Form 8-K (other than a Current Report on Form 8-K containing financial statements or an earnings release or with respect to material federal income tax considerations relating to ownership of the Company’s Common Stock), (d) a Definitive Proxy Statement on Schedule 14A or (e) a Part III-only amendment to an Annual Report on Form 10-K, unless, filed during a Selling Period and in the case of (a) or (b) reasonably requested by the Agent within five (5) business days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q or a Current Report on Form 8-K containing financial statements or an earnings release or with respect to material federal income tax considerations relating to ownership of the Company’s Common Stock filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such date, a “Registration Statement Amendment Date”) or (ii) otherwise after each reasonable request by the Agent (each date of any such request by the Agent, an “Opinion Request Date”), the Company shall as soon as practicable thereafter furnish or cause to be furnished as soon as practicable thereafter to the Agent a written opinion of Xxxxxx Xxxxxxxx the General Counsel of the Company and the written opinions and negative assurance letter of Xxxxxxx Procter LLP, counsel for the Company, dated the date of such amendment, supplement or incorporation delivery and in form reasonably satisfactory to the Agent, (i) if such counsel has previously furnished an opinion opinions and negative assurance letters to the effect set forth in Exhibit B Exhibits C, D, E and F hereto, to the effect that the Agent may rely on such previously furnished opinion opinions and negative assurance letters of such counsel to the same extent as though they were dated the date of such letter authorizing reliance (except that the statements in such last opinion opinions and negative assurance letters shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or (ii) if such counsel has not previously furnished an opinion to the effect set forth in Exhibit B hereto, of the same tenor as such opinion opinions and negative assurance letters of such counsel as set forth in Exhibits C, D, E and F hereto, but modified to relate to the Registration Statement, the Prospectus and the General Disclosure Package (other than the offering price of any shares of Common SharesStock) as amended and supplemented to such date; provided, however, that the Company shall have the right in its sole discretion to suspend the delivery of all such opinions and negative assurance letters otherwise required by this Section 4.07 4.06 if a Selling Period is not then in effect and the Company does not expect Settlement Date has occurred for all Common Shares previously sold pursuant to deliver an Issuance Notice with respect to the Common Sharesthis Agreement; and provided, provided further, that the delivery of each such opinion on and negative assurance letter (dated as of or prior to after the date of on which the most recent such Issuance Notice amendment or supplement was filed by the Company with the Commission) shall be a condition precedent to the delivery by the Company of an Issuance Notice with respect to the Common Shares;

Opinions of Counsel. (ia) Prior to or at the first delivery of an Issuance Notice, and That each time the Registration Statement or the Prospectus is amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the issuance or offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency AgreementsShares, (y) an Issuance Supplement or (yz) a Current Report on Form 8-K, unless, filed during a Selling Period and unless reasonably requested by the Agent BNYMCM within five thirty (30) days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such date, a “Registration Statement Amendment Date”) amendment or (ii) otherwise after each reasonable request by the Agent (each date of any such request by the Agentsupplement, an “Opinion Request DateTrigger Event”), the Company shall as soon as practicable thereafter furnish at any time selected by the Company on or cause following the date of such Opinion Trigger Event (except that during a Selling Period or any other period in which a prospectus relating to the Issuance Shares is required to be furnished delivered by BNYMCM under the Securities Act, such time shall be no later than one (1) Trading Day after each Opinion Trigger Event that occurs during such period; and provided that in any case delivery shall be a condition to the Agent delivery of an Issuance Notice) furnish forthwith to BNYMCM a written opinion or negative assurance letter of Xxxxxx Xxxxxxxx & Xxxxxxxx LLP, counsel for the Company, and Xxxxxx X. Xxxxxxxxx, Senior Counsel of the Company, in each case dated the date of such amendment, supplement or incorporation delivery and in form reasonably satisfactory to the AgentBNYMCM, (i) if such counsel has previously furnished an opinion or negative assurance letter to the effect set forth in Exhibit B heretoB-1 or B-2 hereto (as applicable), to the effect that the Agent BNYMCM may rely on such previously furnished opinion of such counsel to the same extent as though they it were dated the date of such letter authorizing reliance (except that the statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or (ii) if such counsel has not previously furnished an opinion to the effect set forth in Exhibit B heretoB-1 or B-2 hereto (as applicable), of the same tenor as such opinion of such counsel but modified to relate to the Registration Statement, Statement and the Prospectus and the General Disclosure Package (other than the offering price of any Common Shares) as amended and supplemented to such date; provided, however, that the Company shall have the right in its sole discretion to suspend the delivery of all such opinions otherwise required by this Section 4.07 if the Company does not expect to deliver an Issuance Notice with respect to the Common Shares; and provided, further, that the delivery of each such opinion on or prior to the date of such Issuance Notice shall be a condition precedent to the delivery by the Company of an Issuance Notice with respect to the Common Shares;.

Opinions of Counsel. (i) Prior to or at the first delivery of an Issuance Notice, and That each time the Registration Statement or the Prospectus is amended or supplemented (other than by means of (x) an amendment Issuance Supplement or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency Agreements, or (y) a Current Report on Form 8-K, unless, filed during a Selling Period and unless reasonably requested by the Agent Xxxxx Fargo within five 30 days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such date, a “Registration Statement Amendment Date”) amendment or (ii) otherwise after each reasonable request by the Agent (each date of any such request by the Agentsupplement, an “Opinion Request DateTrigger Event”), the Company shall as soon as practicable thereafter at any time selected by the Company on or following the date of such Opinion Trigger Event (except that during a Selling Period or any other period in which a prospectus relating to the Issuance Shares is required to be delivered by Xxxxx Fargo under the Securities Act, such time shall be no later than one Trading Day after each Opinion Trigger Event that occurs during such period; and provided that in any case delivery shall be a condition to the delivery of an Issuance Notice) furnish or cause to be furnished forthwith to the Agent Xxxxx Fargo a written opinion of Xxxxxx Xxxxxxxx Xxxx & Priest LLP, special counsel for the Company, and Xxxx X. Xxxxxxxx, Esq., General Counsel and Secretary of the Company, in each case dated the date of such amendment, supplement or incorporation delivery and in form reasonably satisfactory to the AgentXxxxx Fargo, (i) if such counsel has previously furnished an opinion to the effect set forth in Exhibit B heretoB-1 or B-2 hereto (as applicable), to the effect that the Agent Xxxxx Fargo may rely on such previously furnished opinion of such counsel to the same extent as though they it were dated the date of such letter authorizing reliance (except that the statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or (ii) if such counsel has not previously furnished an opinion to the effect set forth in Exhibit B heretoB-1 or B-2 hereto (as applicable), of the same tenor as such an opinion of such counsel but modified to relate to the Registration Statement, Statement and the Prospectus and the General Disclosure Package (other than the offering price of any Common Shares) as amended and supplemented to such date; provided, however, that the Company shall have the right in its sole discretion to suspend the delivery of all such opinions otherwise required by this Section 4.07 if the Company does not expect to deliver an Issuance Notice with respect to the Common Shares; and provided, further, that the delivery of each such opinion on or prior to the date of such Issuance Notice shall be a condition precedent to the delivery by the Company of an Issuance Notice with respect to the Common Shares;.

Opinions of Counsel. That (i) Prior to or at the first delivery of an Issuance Notice, and each time the Registration Statement or the Prospectus is amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency AgreementsShares, (y) an Issuance Supplement or (yz) a Current Report on Form 8-KK (other than a Current Report on Form 8-K containing financial statements or an earnings release or with respect to material federal income tax considerations relating to ownership of the Company’s Common Stock), unless, filed during a Selling Period and in the case of (y) or (z) reasonably requested by the Agent Xxxxxxx Xxxxx within five (5) business days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q or a Current Report on Form 8-K containing financial statements or an earnings release or with respect to material federal income tax considerations relating to ownership of the Company’s Common Stock filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such date, a “Registration Statement Amendment Date”) or (ii) otherwise after each reasonable request by the Agent Xxxxxxx Xxxxx (each date of any such request by the AgentXxxxxxx Xxxxx, an “Opinion Request Date”), the Company shall as soon as practicable thereafter furnish or cause to be furnished as soon as practicable thereafter to Xxxxxxx Xxxxx written opinions and negative assurance letters of the Agent a written opinion General Counsel of Xxxxxx Xxxxxxxx the Company and Xxxxxxx Procter LLP, counsel for the Company, dated the date of such amendment, supplement or incorporation delivery and in form reasonably satisfactory to the AgentXxxxxxx Xxxxx, (i) if such counsel has previously furnished an opinion opinions and negative assurance letters to the effect set forth in Exhibit B Exhibits D, E, F and G hereto, to the effect that the Agent Xxxxxxx Xxxxx may rely on such previously furnished opinion opinions and negative assurance letters of such counsel to the same extent as though they were dated the date of such letter authorizing reliance (except that the statements in such last opinion opinions and negative assurance letters shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or (ii) if such counsel has not previously furnished an opinion to the effect set forth in Exhibit B hereto, of the same tenor as such opinion opinions and negative assurance letters of such counsel as set forth in Exhibits D, E, F and G hereto, but modified to relate to the Registration Statement, the Prospectus and the General Disclosure Package (other than the offering price of any shares of Common SharesStock) as amended and supplemented to such date; provided, however, that the Company shall have the right in its sole discretion to suspend the delivery of all such opinions and negative assurance letters otherwise required by this Section 4.07 4.06 if a Selling Period is not then in effect and the Company does not expect Settlement Date has occurred for all Common Shares previously sold pursuant to deliver an Issuance Notice with respect to the Common Sharesthis Agreement; and provided, provided further, that the delivery of each such opinion on and negative assurance letter (dated as of or prior to after the date of on which the most recent such Issuance Notice amendment or supplement was filed by the Company with the SEC) shall be a condition precedent to the delivery by the Company of an Issuance Notice with respect to the Common Shares;

Opinions of Counsel. (i) Prior to or at the first delivery of an Issuance Notice, and each Each time the Registration Statement or the Prospectus is filed, amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency Agreements, (y) an Issuance Supplement or (yz) a Current Report on Form 8-K, unless, unless filed during a Selling Period and reasonably requested by the Agent BofAML within five 5 days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such date, a “Registration Statement Amendment Date”) amendment or (ii) otherwise after each reasonable request by the Agent (each date of any such request by the Agent, supplement an “Opinion Request DateTriggering Event”), the Company shall as soon as practicable thereafter furnish or cause to be furnished to the Agent BofAML a written opinion of Xxxxxx Xxxxxxxx LLPBond, Xxxxxxxxx & King, PLLC, counsel for the Company, dated the date of such amendment, supplement or incorporation delivery and in form reasonably satisfactory to the AgentBofAML, (i) if such counsel has previously furnished an opinion to the effect set forth in Exhibit B hereto, to the effect that the Agent BofAML may rely on such previously furnished opinion of such counsel to the same extent as though they it were dated the date of such letter authorizing reliance (except that the statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or (ii) if such counsel has not previously furnished an opinion to the effect set forth in Exhibit B hereto, of the same tenor as such opinion of such counsel but modified to relate to the Registration Statement, Statement and the Prospectus and the General Disclosure Package (other than the offering price of any Common Shares) as amended and supplemented to such date; provided, however, that the Company shall have the right in its sole discretion not be obligated to suspend the delivery of all deliver any such opinions otherwise required by this Section 4.07 if opinion unless and until such time as (i) the Company does not expect to deliver delivers an Issuance Notice with respect to Notice, (ii) the Common Shares; and provided, further, that the delivery of each such opinion on Opinion Trigger Event occurs during a Selling Period or prior to the date of such Issuance Notice shall be a condition precedent to the delivery by (iii) the Company of an Issuance Notice with respect to the Common Sharesfiles a Registration Statement;

Opinions of Counsel. (i) Prior to or at the first delivery of an Issuance Notice, and each Each time the Registration Statement or the Prospectus is filed, amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency Agreements, (y) an Issuance Supplement or (yz) a Current Report on Form 8-K, unless, unless filed during a Selling Period and reasonably requested by the Agent Xxxxxxx Xxxxx within five 5 days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such date, a “Registration Statement Amendment Date”) amendment or (ii) otherwise after each reasonable request by the Agent (each date of any such request by the Agent, supplement an “Opinion Request DateTriggering Event”), the Company shall as soon as practicable thereafter furnish or cause to be furnished to the Agent Xxxxxxx Xxxxx a written opinion of Xxxxxx Xxxxxxxx Xxxxxxx Xxxxxxxxxxx & Mugel, LLP, counsel for the Company, dated the date of such amendment, supplement or incorporation delivery and in form reasonably satisfactory to the AgentXxxxxxx Xxxxx, (i) if such counsel has previously furnished an opinion to the effect set forth in Exhibit B hereto, to the effect that the Agent may Xxxxxxx Xxxxx xxx rely on such previously furnished opinion of such counsel to the same extent as though they it were dated the date of such letter authorizing reliance (except that the statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or (ii) if such counsel has not previously furnished an opinion to the effect set forth in Exhibit B hereto, of the same tenor as such opinion of such counsel but modified to relate to the Registration Statement, Statement and the Prospectus and the General Disclosure Package (other than the offering price of any Common Shares) as amended and supplemented to such date; provided, however, that the Company shall have the right in its sole discretion not be obligated to suspend the delivery of all deliver any such opinions otherwise required by this Section 4.07 if opinion unless and until such time as (i) the Company does not expect to deliver delivers an Issuance Notice with respect to Notice, (ii) the Common Shares; and provided, further, that the delivery of each such opinion on Opinion Trigger Event occurs during a Selling Period or prior to the date of such Issuance Notice shall be a condition precedent to the delivery by (iii) the Company of an Issuance Notice with respect to the Common Sharesfiles a Registration Statement;

Opinions of Counsel. (i) Prior to or at the first delivery of an Issuance Notice, and That each time the Registration Statement or the Prospectus is amended or supplemented (other than by means of (x) an amendment Issuance Supplement or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency Agreements, or (y) a Current Report on Form 8-K, unless, filed during a Selling Period and unless reasonably requested by the Agent BNYCMI within five 30 days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such date, a “Registration Statement Amendment Date”) amendment or (ii) otherwise after each reasonable request by the Agent (each date of any such request by the Agentsupplement, an “Opinion Request DateTrigger Event”), the Company shall as soon as practicable thereafter at any time selected by the Company on or following the date of such Opinion Trigger Event (except that during a Selling Period or any other period in which a prospectus relating to the Issuance Shares is required to be delivered by BNYCMI under the Securities Act, such time shall be no later than one Trading Day after each Opinion Trigger Event that occurs during such period; and provided that in any case delivery shall be a condition to the delivery of an Issuance Notice) furnish or cause to be furnished forthwith to the Agent BNYCMI a written opinion of Xxxxxx Xxxxxxxx & Xxxxxxxx LLP, counsel for the Company, and Xxxxxx X. Xxxxxxx, Assistant General Counsel of the Company, in each case dated the date of such amendment, supplement or incorporation delivery and in form reasonably satisfactory to the AgentBNYCMI, (i) if such counsel has previously furnished an opinion to the effect set forth in Exhibit B heretoB1 or B2 hereto (as applicable), to the effect that the Agent BNYCMI may rely on such previously furnished opinion of such counsel to the same extent as though they it were dated the date of such letter authorizing reliance (except that the statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or (ii) if such counsel has not previously furnished an opinion to the effect set forth in Exhibit B heretoB1 or B2 hereto (as applicable), of the same tenor as such an opinion of such counsel but modified to relate to the Registration Statement, Statement and the Prospectus and the General Disclosure Package (other than the offering price of any Common Shares) as amended and supplemented to such date; provided, however, that the Company shall have the right in its sole discretion to suspend the delivery of all such opinions otherwise required by this Section 4.07 if the Company does not expect to deliver an Issuance Notice with respect to the Common Shares; and provided, further, that the delivery of each such opinion on or prior to the date of such Issuance Notice shall be a condition precedent to the delivery by the Company of an Issuance Notice with respect to the Common Shares;.

Opinions of Counsel. (i) Prior to or at the first delivery of an Issuance Notice, and That each time the Registration Statement or the Prospectus is amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency AgreementsProgram Shares, (y) an Issuance Supplement or (yz) a Current Report on Form 8-K, unless, filed during a Selling Period and in the case of (y) or (z) reasonably requested by the Agent Xxxxxx Xxxxxxx within five days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such date, a “Registration Statement Amendment Date”) ); or (ii) otherwise after each reasonable request by the Agent Xxxxxx Xxxxxxx (each date of any such request by the AgentXxxxxx Xxxxxxx, an “Opinion Request Date”), the Company Transaction Entities shall as soon as practicable thereafter furnish or cause to be furnished as promptly as practicable thereafter to the Agent a Xxxxxx Xxxxxxx written opinion opinions and negative assurance letters (A) of Xxxxxx Xxxxxxxx LLPDLA Piper LLP (US), counsel for the CompanyTransaction Entities, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to the AgentXxxxxx Xxxxxxx, (iB) of the General Counsel of EQR, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to Xxxxxx Xxxxxxx, and (C) of Xxxxxxxx & Xxxxxxxx LLP, counsel for Xxxxxx Xxxxxxx and the Alternative Sales Agents, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to Xxxxxx Xxxxxxx, (1) if such counsel has previously furnished an opinion opinions and negative assurance letters to the effect set forth in Exhibit B Exhibits B, C and D hereto, to the effect that the Agent Xxxxxx Xxxxxxx may rely on such previously furnished opinion opinions and negative assurance letters of such counsel to the same extent as though they were dated the date of such letter authorizing reliance (except that the statements in such last opinion opinions and negative assurance letters shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or (ii2) if such counsel has not previously furnished an opinion opinions and negative assurance letters to the effect set forth in Exhibit B Exhibits B, C and D hereto, of the same tenor as such opinion opinions and negative assurance letters of such counsel but modified to relate to the Registration Statement, the Prospectus and the General Disclosure Package (other than the offering price of any Common Program Shares) as amended and supplemented to such date; provided, however, that the Company Transaction Entities shall have the right in its their sole discretion to suspend the delivery of all such opinions and negative assurance letters otherwise required by this Section 4.07 if the Company does Transaction Entities do not expect to deliver an Issuance Notice with respect to the Common Program Shares; and provided, provided further, that that, in the event the Transactions Entities have suspended the delivery of each such opinion on or prior opinions and negative assurance letters pursuant to the terms of this Section 4.07, the delivery of the opinions and negative assurance letters required by this Section 4.07, dated as of the date of such Issuance Notice their delivery, shall be a condition precedent to the delivery by the Company EQR of an Issuance Notice with respect to the Common Program Shares;

Opinions of Counsel. (i) Prior to or at the first delivery of an Issuance Notice, and That each time the Registration Statement or the Prospectus is amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency AgreementsProgram Shares, (y) an Issuance Supplement or (yz) a Current Report on Form 8-K, unless, filed during a Selling Period and in the case of (y) or (z) reasonably requested by the Agent Xxxxxxx Xxxxx within five days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such date, a “Registration Statement Amendment Date”) ); or (ii) otherwise after each reasonable request by the Agent Xxxxxxx Xxxxx (each date of any such request by the AgentXxxxxxx Xxxxx, an “Opinion Request Date”), the Company Transaction Entities shall as soon as practicable thereafter furnish or cause to be furnished as promptly as practicable thereafter to the Agent a Xxxxxxx Xxxxx written opinion opinions and negative assurance letters (A) of Xxxxxx Xxxxxxxx LLPDLA Piper LLP (US), counsel for the CompanyTransaction Entities, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to the AgentXxxxxxx Xxxxx, (iB) of the General Counsel of EQR, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to Xxxxxxx Xxxxx, and (C) of Xxxxx Lovells US LLP, counsel for Xxxxxxx Xxxxx and the Alternative Sales Agents, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to Xxxxxxx Xxxxx, (1) if such counsel has previously furnished an opinion opinions and negative assurance letters to the effect set forth in Exhibit B Exhibits B, C and D hereto, to the effect that the Agent Xxxxxxx Xxxxx may rely on such previously furnished opinion opinions and negative assurance letters of such counsel to the same extent as though they were dated the date of such letter authorizing reliance (except that the statements in such last opinion opinions and negative assurance letters shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or (ii2) if such counsel has not previously furnished an opinion opinions and negative assurance letters to the effect set forth in Exhibit B Exhibits B, C and D hereto, of the same tenor as such opinion opinions and negative assurance letters of such counsel but modified to relate to the Registration Statement, the Prospectus and the General Disclosure Package (other than the offering price of any Common Program Shares) as amended and supplemented to such date; provided, however, that the Company Transaction Entities shall have the right in its their sole discretion to suspend the delivery of all such opinions and negative assurance letters otherwise required by this Section 4.07 if the Company does Transaction Entities do not expect to deliver an Issuance Notice with respect to the Common Program Shares; and provided, provided further, that that, in the event the Transactions Entities have suspended the delivery of each such opinion on or prior opinions and negative assurance letters pursuant to the terms of this Section 4.07, the delivery of the opinions and negative assurance letters required by this Section 4.07, dated as of the date of such Issuance Notice their delivery, shall be a condition precedent to the delivery by the Company EQR of an Issuance Notice with respect to the Common Program Shares;

Opinions of Counsel. (i) Prior to or at the first delivery of an Issuance Notice, and That each time the Registration Statement or the Prospectus is amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency AgreementsShares, (y) a Pricing Supplement or (yz) a Current Report on Form 8-K, unless, filed during a Selling Period and in the case of (y) or (z) reasonably requested by Sales Agent, the Agent Forward Seller or the Forward Purchaser within five days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such date, a “Registration Statement Amendment Date”) or (ii) otherwise after each reasonable request by Sales Agent, the Agent Forward Seller or the Forward Purchaser, as the case may be (each date of any such request by Sales Agent, the AgentForward Seller or the Forward Purchaser, an “Opinion Request Date”), the Company shall as soon as practicable thereafter furnish or cause to be furnished as promptly as practicable thereafter to Sales Agent, the Agent a Forward Seller and the Forward Purchaser written opinion opinions and negative assurance letters of Xxxxxx Xxxxxxxx Xxxxxxx Procter LLP, counsel for the Company, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to the Sales Agent, the Forward Seller and the Forward Purchaser, and of Xxxxxxx Xxxxx LLP, Pennsylvania counsel to the Company, dated as of the date of such amendment, supplement or incorporation and in form and substance reasonably satisfactory to Sales Agent, the Forward Seller and the Forward Purchaser and of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for Sales Agent, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to Sales Agent, the Forward Seller and the Forward Purchaser, (ia) if such counsel has previously furnished an opinion opinions and negative assurance letters required pursuant to the effect set forth in Exhibit B heretoSections 2.02(ii), (iii), (iv) and (v) hereof, to the effect that Sales Agent, the Agent Forward Seller and the Forward Purchaser may rely on such previously furnished opinion opinions and negative assurance letters of such counsel to the same extent as though they were dated the date of such letter authorizing reliance (except that the statements in such last opinion opinions and negative assurance letters shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or (iib) if such counsel has not previously furnished an opinion opinions and negative assurance letters required pursuant to the effect set forth in Exhibit B heretoSections 2.02(ii), (iii), (iv) and (v) hereof, of the same tenor as such opinion opinions and negative assurance letters of such counsel but modified to relate to the Registration Statement, the Prospectus and the General Disclosure Package (other than the offering price of any shares of Common SharesStock) as amended and supplemented to such date; provided, however, that the Company shall have the right in its sole discretion to suspend the delivery of all such opinions and negative assurance letters otherwise required by this Section 4.07 if the Company does not expect to deliver an Issuance a Transaction Notice with respect to the Common Shares; and provided, provided further, that the delivery of each such opinion on or prior to and negative assurance letter (dated as of the date of such Issuance Notice on which the most recent Form 10-Q or Form 10-K or, if applicable, Form 8-K was filed by the Company with the Commission) shall be a condition precedent to the delivery by the Company of an Issuance a Transaction Notice with respect to the Common Shares;.

Opinions of Counsel. (i) Prior to or at On the first delivery of an Issuance NoticeClosing Date, and the Placement Agents shall have received the following favorable opinions, each time the Registration Statement or the Prospectus is amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency Agreements, or (y) a Current Report on Form 8-K, unless, filed during a Selling Period and reasonably requested by the Agent within five days dated as of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus Closing Date: (each such date, a “Registration Statement Amendment Date”a) or (ii) otherwise after each reasonable request by the Agent (each date of any such request by the Agent, an “Opinion Request Date”), the Company shall as soon as practicable thereafter furnish or cause to be furnished to the Agent a written opinion of Xxxxxx Xxxxxxxx from Stinson Morrison Hecker LLP, counsel for the CompanyOfferors and addressed tx xxx Xuxxxxxxx, dated xxx Xxacement Agents and WTC in substantially the date form set forth on Exhibit B-1 attached hereto and incorporated herein by this reference, (b) from Richards, Layton & Finger, P.A., special Delaware counsel to the Offexxxx xxx xxxxxxxed to the Purchaser, the Placement Agents and the Offerors, in substantially the form set forth on Exhibit B-2 attached hereto and incorporated herein by this reference and (c) from Lewis, Rice & Fingersh, L.C., special tax counsel to the Offerors, anx xxxrexxxx to xxx Xxxxxxxxx Agents and the Offerors, in substantially the form set forth on Exhibit B-3 attached hereto and incorporated herein by this reference, subject to the receipt by Lewis, Rice & Fingersh, L.C. of such amendment, supplement or incorporation and a representation letter from the Compxxx xn the forx xxx xxxxx xx Exhibit B-3 completed in form a manner reasonably satisfactory to Lewis, Rice & Fingersh, L.C. (collectively, the Agent"Offerors' Counsel Opxxxxxs"). In rxxxxxxxx xxx Xfferors' Counsel Opinions, (i) if such counsel has previously furnished an opinion to the effect set forth Offerors may rely as to factual matters upon certificates or other documents furnished by officers, directors and trustees of the Offerors (copies of which shall be delivered to the Placement Agents and the Purchaser) and by government officials, and upon such other documents as counsel to the Offerors may, in Exhibit B heretotheir reasonable opinion, deem appropriate as a basis for the Offerors' Counsel Opinions. Counsel to the Offerors may specify the jurisdictions in which they are admitted to practice and that they are not admitted to practice in any other jurisdiction and are not experts in the law of any other jurisdiction. If the Offerors' counsel is not admitted to practice in the State of New York, the opinion of Offerors' counsel may assume, for purposes of the opinion, that the laws of the State of New York are substantively identical, in all respects material to the opinion, to the effect that internal laws of the Agent may rely on such previously furnished opinion of state in which such counsel is admitted to practice. Such Offerors' Counsel Opinions shall not state that they are to be governed or qualified by, or that they are otherwise subject to, any treatise, written policy or other document relating to legal opinions, including, without limitation, the same extent as though they were dated the date of such letter authorizing reliance (except that the statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or (ii) if such counsel has not previously furnished an opinion to the effect set forth in Exhibit B hereto, Legal Opinion Accord of the same tenor as such opinion ABA Section of such counsel but modified to relate to the Registration Statement, the Prospectus and the General Disclosure Package Business Law (other than the offering price of any Common Shares) as amended and supplemented to such date; provided, however, that the Company shall have the right in its sole discretion to suspend the delivery of all such opinions otherwise required by this Section 4.07 if the Company does not expect to deliver an Issuance Notice with respect to the Common Shares; and provided, further, that the delivery of each such opinion on or prior to the date of such Issuance Notice shall be a condition precedent to the delivery by the Company of an Issuance Notice with respect to the Common Shares;1991).

Opinions of Counsel. (i) Prior to or at the first delivery of an Issuance Notice, and That each time the Registration Statement or the Final Supplemented Prospectus is amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency Agreements, or (y) a Current Report on Form 8-K, unless, filed during a Selling Period and in the case of (y) reasonably requested by the Agent BNYMCM within five 30 days of from the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such date, a “Registration Statement Amendment Date”) or (ii) otherwise after each reasonable request by the Agent (each date of any such request by the Agent, an “Opinion Request Date”)Final Supplemented Prospectus, the Company shall as soon as practicable thereafter furnish or cause to be furnished forthwith to the Agent BNYMCM a written opinion of Xxxxxx Xxxxxxxx Xxxxxxx LLP, counsel for to the Company, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to the AgentBNYMCM, (i) if such counsel has previously furnished an opinion to the effect set forth in Exhibit B hereto, hereto to the effect that the Agent BNYMCM may rely on such previously furnished opinion of such counsel to the same extent as though they it were dated the date of such letter authorizing reliance (except that the statements in such last opinion shall be deemed to relate to the Registration Statement and the Final Supplemented Prospectus as amended and supplemented to such date) or (ii) if such counsel has not previously furnished an opinion to the effect set forth in Exhibit B hereto, hereto of the same tenor as such an opinion of such counsel but modified to relate to the Registration Statement, the Prospectus Statement and the General Disclosure Package (other than the offering price of any Common Shares) Final Supplemented Prospectus as amended and supplemented to such date; provided. In the event BNYMCM requests an opinion pursuant to clause (y) above with respect to any Current Report on Form 8-K, however, that the Company shall have the right in its sole discretion not be required to suspend the delivery of all deliver such opinions otherwise required by this Section 4.07 opinion if the Company does agrees not expect to deliver an Issuance Notice with respect until the next date an opinion would otherwise be required pursuant to the Common Shares; and provided, further, that the delivery of each such opinion on or prior to the date of such Issuance Notice shall be a condition precedent to the delivery by the Company of an Issuance Notice with respect to the Common Shares;this Section 4.09.

Opinions of Counsel. That (i) Prior to or at the first delivery of an Issuance Notice, and each time the Registration Statement or the Prospectus is amended or supplemented (other than by means of (xa) an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency AgreementsShares, or (yb) an Issuance Supplement, (c) a Current Report on Form 8-K (other than a Current Report on Form 8-K containing financial statements or an earnings release or with respect to material federal income tax considerations relating to ownership of the Company’s Common Stock), (d) a Definitive Proxy Statement on Schedule 14A or (e) a Part III-only amendment to an Annual Report on Form 10-K, unless, filed during a Selling Period and in the case of (a) or (b) reasonably requested by the Agent within five (5) business days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q or a Current Report on Form 8-K containing financial statements or an earnings release or with respect to material federal income tax considerations relating to ownership of the Company’s Common Stock filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such date, a “Registration Statement Amendment Date”) or (ii) otherwise after each reasonable request by the Agent (each date of any such request by the Agent, an “Opinion Request Date”), the Company shall as soon as practicable thereafter furnish or cause to be furnished as soon as practicable thereafter to written opinions and negative assurance letters of the Agent a written opinion General Counsel of Xxxxxx Xxxxxxxx the Company and Xxxxxxx Procter LLP, counsel for the Company, dated the date of such amendment, supplement or incorporation delivery and in form reasonably satisfactory to the Agent, (i) if such counsel has previously furnished an opinion opinions and negative assurance letters to the effect set forth in Exhibit B Exhibits C, D, E and F hereto, to the effect that the Agent may rely on such previously furnished opinion opinions and negative assurance letters of such counsel to the same extent as though they were dated the date of such letter authorizing reliance (except that the statements in such last opinion opinions and negative assurance letters shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or (ii) if such counsel has not previously furnished an opinion to the effect set forth in Exhibit B hereto, of the same tenor as such opinion opinions and negative assurance letters of such counsel as set forth in Exhibits C, D, E and F hereto, but modified to relate to the Registration Statement, the Prospectus and the General Disclosure Package (other than the offering price of any shares of Common SharesStock) as amended and supplemented to such date; provided, however, that the Company shall have the right in its sole discretion to suspend the delivery of all such opinions and negative assurance letters otherwise required by this Section 4.07 4.06 if a Selling Period is not then in effect and the Company does not expect Settlement Date has occurred for all Common Shares previously sold pursuant to deliver an Issuance Notice with respect to the Common Sharesthis Agreement; and provided, provided further, that the delivery of each such opinion on and negative assurance letter (dated as of or prior to after the date of on which the most recent such Issuance Notice amendment or supplement was filed by the Company with the SEC) shall be a condition precedent to the delivery by the Company of an Issuance Notice with respect to the Common Shares;

Opinions of Counsel. (i) Prior to or at the first delivery of an Issuance Notice, and That each time the Registration Statement or the Prospectus is amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency AgreementsProgram Shares, (y) an Issuance Supplement or (yz) a Current Report on Form 8-K, unless, filed during a Selling Period and in the case of (y) or (z) reasonably requested by the Agent Xxxxxx Xxxxxxx within five days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such date, a “Registration Statement Amendment Date”) ); or (ii) otherwise after each reasonable request by the Agent Xxxxxx Xxxxxxx (each date of any such request by the AgentXxxxxx Xxxxxxx, an “Opinion Request Date”), the Company Transaction Entities shall as soon as practicable thereafter furnish or cause to be furnished as promptly as practicable thereafter to the Agent a Xxxxxx Xxxxxxx written opinion opinions and negative assurance letters (A) of Xxxxxx Xxxxxxxx Sidley Austin LLP, counsel for the CompanyTransaction Entities, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to the AgentXxxxxx Xxxxxxx, (iB) of the General Counsel of EQR, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to Xxxxxx Xxxxxxx, and (C) of Xxxxx & Xxxxxxx, LLP, counsel for Xxxxxx Xxxxxxx and the Alternative Sales Agents, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to Xxxxxx Xxxxxxx, (1) if such counsel has previously furnished an opinion opinions and negative assurance letters to the effect set forth in Exhibit B Exhibits B, C and D hereto, to the effect that the Agent Xxxxxx Xxxxxxx may rely on such previously furnished opinion opinions and negative assurance letters of such counsel to the same extent as though they were dated the date of such letter authorizing reliance (except that the statements in such last opinion opinions and negative assurance letters shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or (ii2) if such counsel has not previously furnished an opinion opinions and negative assurance letters to the effect set forth in Exhibit B Exhibits B, C and D hereto, of the same tenor as such opinion opinions and negative assurance letters of such counsel but modified to relate to the Registration Statement, the Prospectus and the General Disclosure Package (other than the offering price of any Common Program Shares) as amended and supplemented to such date; provided, however, that the Company Transaction Entities shall have the right in its their sole discretion to suspend the delivery of all such opinions and negative assurance letters otherwise required by this Section 4.07 if the Company does Transaction Entities do not expect to deliver an Issuance Notice with respect to the Common Program Shares; and provided, provided further, that the delivery of each such opinion on or prior to and negative assurance letter (dated as of the date of such Issuance Notice on which the most recent Form 10-Q or Form 10-K or, if applicable, Form 8-K was filed by EQR with the Commission) shall be a condition precedent to the delivery by the Company EQR of an Issuance Notice with respect to the Common Program Shares;

Opinions of Counsel. (ia) Prior to or at the first delivery of an Issuance Notice, and That each time the Registration Statement or the Prospectus is amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the issuance or offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency AgreementsShares, or (y) a Current Report on Form 8-KK unless such Current Report on Form 8-K contains capsule financial information, unlesshistorical or pro forma financial statements, filed during a Selling Period and reasonably requested by the Agent within five days supporting schedules or other financial data, including any Current Report on Form 8-K or part thereof under Item 2.02 of Regulation S-K of the filing thereof with Commission that is considered “filed” under the CommissionExchange Act), including by means the filing of an Annual Report on Form 10-K any Incorporated Document, or a Quarterly Report on Form 10-Q filed with at any time the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus Sales Agents may reasonably request (each such dateamendment, a “Registration Statement Amendment Date”) supplement or (ii) otherwise after each reasonable request by the Agent (each date of any such request by the Agentrequest, an “Opinion Request DateTrigger Event”), the Company shall as soon as practicable thereafter furnish at any time selected by the Company on or cause following the date of such Opinion Trigger Event (except that during a Selling Period or any other period in which a prospectus relating to the Common Shares is required to be furnished delivered by the Sales Agents under the Securities Act, such time shall be no later than one (1) Trading Day after each Opinion Trigger Event that occurs during such period; and provided that in any case delivery shall be a condition to the Agent delivery of an Issuance Notice) furnish forthwith to the Sales Agents a written opinion or negative assurance letter of Xxxxxx Xxxxxxxx & Xxxxxxxx LLP, counsel for the Company, and Xxxxxx X. Xxxxx, Corporate Secretary/Legal Counsel of the Company, or other counsel selected by the Company and reasonably satisfactory to the Sales Agents, in each case dated the date of such amendment, supplement or incorporation delivery and in form reasonably satisfactory to the AgentSales Agents, (i) if such counsel has previously furnished an opinion or negative assurance letter to the effect set forth in Exhibit B heretoB-1 or B-2 hereto (as applicable), to the effect that the Agent Sales Agents may rely on such previously furnished opinion of such counsel to the same extent as though they it were dated the date of such letter authorizing reliance (except that the statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or (ii) if such counsel has not previously furnished an opinion to the effect set forth in Exhibit B heretoB-1 or B-2 hereto (as applicable), of the same tenor as such opinion of such counsel but modified to relate to the Registration Statement, Statement and the Prospectus and the General Disclosure Package (other than the offering price of any Common Shares) as amended and supplemented to such date; provided, however, that the Company shall have the right in its sole discretion to suspend the delivery of all such opinions otherwise required by this Section 4.07 if the Company does not expect to deliver an Issuance Notice with respect to the Common Shares; and provided, further, that the delivery of each such opinion on or prior to the date of such Issuance Notice shall be a condition precedent to the delivery by the Company of an Issuance Notice with respect to the Common Shares;.

Opinions of Counsel. (i) Prior to or at the first delivery of an Issuance Notice, and That each time the Registration Statement or the Prospectus is amended or supplemented (other than by means of (x) an amendment Issuance Supplement or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency Agreements, or (y) a Current Report current report on Form 86-K, unless, filed during a Selling Period and unless reasonably requested by the Agent BNYCMI within five 30 days of the filing thereof with the Commission), including by means of an Annual Report on Form 1020-K F or a Quarterly Report on Form 106-Q K filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such date, a “Registration Statement Amendment Date”) or (ii) otherwise after each reasonable request by the Agent (each date of any such request by the Agent, an “Opinion Request Date”)Prospectus, the Company shall as soon as practicable thereafter furnish or cause to be furnished forthwith to the Agent BNYCMI a written opinion of Xxxxxx Xxxxxxxx each of Sxxxxx & Kxxxxx LLP, United States and Mxxxxxxx Islands counsel for the Company, Gxxxxxx, Xxxxx & Lxxxx, Panamanian counsel for the Company and Chrysses Dxxxxxxxxxx & Co. Law Office, Cypriot counsel for the Company, each dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to the AgentBNYCMI, (i) if such counsel has previously furnished an opinion to the effect set forth in Exhibit B B, C, D or E hereto, as applicable, to the effect that the Agent BNYCMI may rely on such previously furnished opinion of such counsel to the same extent as though they it were dated the date of such letter authorizing reliance (except that the statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or (ii) if such counsel has not previously furnished an opinion to the effect set forth in Exhibit B B, C, D or E hereto, as applicable, of the same tenor as such an opinion of such counsel but modified to relate to the Registration Statement, Statement and the Prospectus and the General Disclosure Package (other than the offering price of any Common Shares) as amended and supplemented to such date; provided, however, that the Company shall have the right in its sole discretion to suspend the delivery of all such opinions otherwise required by this Section 4.07 if the Company does not expect to deliver an Issuance Notice with respect to the Common Shares; and provided, further, that the delivery of each such opinion on or prior to the date of such Issuance Notice shall be a condition precedent to the delivery by the Company of an Issuance Notice with respect to the Common Shares;

Opinions of Counsel. (i) Prior to or at the first delivery of an Issuance Notice, and That each time the Registration Statement or the Prospectus is amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the issuance or offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency Agreements, or and (y) by an Issuance Supplement or a Current Report on Form 8-K, unless, filed during a Selling Period and unless reasonably requested by the Agent BNYCMI within five 30 days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such date, a “Registration Statement Amendment Date”) or (ii) otherwise after each reasonable request by the Agent (each date of any such request by the Agent, an “Opinion Request Date”)Prospectus, the Company shall as soon as practicable thereafter furnish or cause to be furnished forthwith to the Agent a BNYCMI written opinion opinions of Xxxxxx Xxxxxxxx Thomas R. Saldin, Esq., Senior Vice President, General Counsel and Sexxxxxxx xx xxx Xompany, and LeBoeuf, Lamb, Greene & MacRae LLP, counsel for the Company, dated the date of such amendmentxxxxxxent, supplement xxxxlement or incorporation and in form reasonably satisfactory to the AgentBNYCMI, (i) if such counsel has previously furnished an opinion to the effect set forth in either Exhibit B heretoor Exhibit C hereto respectively, to the effect that the Agent BNYCMI may rely on such previously furnished opinion opinions of such counsel to the same extent as though they it were dated the date of such letter authorizing reliance (except that the statements in such last opinion opinions shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or (ii) if such counsel has not previously furnished an opinion to the effect set forth in either Exhibit B heretoor Exhibit C hereto respectively, of the same tenor as such an opinion of such counsel but modified to relate to the Registration Statement, Statement and the Prospectus and the General Disclosure Package (other than the offering price of any Common Shares) as amended and supplemented to such date; provided, however, that the Company shall have the right in its sole discretion to suspend the delivery of all such opinions otherwise required by this Section 4.07 if the Company does not expect to deliver an Issuance Notice with respect to the Common Shares; and provided, further, that the delivery of each such opinion on or prior to the date of such Issuance Notice shall be a condition precedent to the delivery by the Company of an Issuance Notice with respect to the Common Shares;.

Opinions of Counsel. (i) Prior to or at the first delivery of an Issuance Notice, and That each time the Registration Statement or the Prospectus is amended or supplemented (other than by means of (x) an amendment or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency AgreementsProgram Shares, (y) an Issuance Supplement or (yz) a Current Report on Form 8-K, unless, filed during a Selling Period and in the case of (y) or (z) reasonably requested by the Agent BNYMCM within five days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such date, a “Registration Statement Amendment Date”) ); or (ii) otherwise after each reasonable request by the Agent BNYMCM (each date of any such request by the AgentBNYMCM, an “Opinion Request Date”), the Company Transaction Entities shall as soon as practicable thereafter furnish or cause to be furnished as promptly as practicable thereafter to the Agent a BNYMCM written opinion opinions and negative assurance letters (A) of Xxxxxx Xxxxxxxx LLPDLA Piper LLP (US), counsel for the CompanyTransaction Entities, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to the AgentBNYMCM, (iB) of the General Counsel of EQR, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to BNYMCM, and (C) of Xxxxx Lovells US LLP, counsel for BNYMCM and the Alternative Sales Agents, dated the date of such amendment, supplement or incorporation and in form reasonably satisfactory to BNYMCM, (1) if such counsel has previously furnished an opinion opinions and negative assurance letters to the effect set forth in Exhibit B Exhibits B, C and D hereto, to the effect that the Agent BNYMCM may rely on such previously furnished opinion opinions and negative assurance letters of such counsel to the same extent as though they were dated the date of such letter authorizing reliance (except that the statements in such last opinion opinions and negative assurance letters shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or (ii2) if such counsel has not previously furnished an opinion opinions and negative assurance letters to the effect set forth in Exhibit B Exhibits B, C and D hereto, of the same tenor as such opinion opinions and negative assurance letters of such counsel but modified to relate to the Registration Statement, the Prospectus and the General Disclosure Package (other than the offering price of any Common Program Shares) as amended and supplemented to such date; provided, however, that the Company Transaction Entities shall have the right in its their sole discretion to suspend the delivery of all such opinions and negative assurance letters otherwise required by this Section 4.07 if the Company does Transaction Entities do not expect to deliver an Issuance Notice with respect to the Common Program Shares; and provided, provided further, that that, in the event the Transactions Entities have suspended the delivery of each such opinion on or prior opinions and negative assurance letters pursuant to the terms of this Section 4.07, the delivery of the opinions and negative assurance letters required by this Section 4.07, dated as of the date of such Issuance Notice their delivery, shall be a condition precedent to the delivery by the Company EQR of an Issuance Notice with respect to the Common Program Shares;

Opinions of Counsel. (i) Prior to or at the first delivery of an Issuance Notice, and That each time the Registration Statement or the Prospectus is amended or supplemented (other than by means of (x) an amendment Issuance Supplement or supplement relating solely to the offering of securities other than the Common Shares issued or issuable pursuant to the Sales Agency Agreements, or (y) a Current Report on Form 8-K, unless, filed during a Selling Period and unless reasonably requested by the Agent Manager within five 30 days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus (each such date, a “Registration Statement Amendment Date”) or (ii) otherwise after each reasonable request by the Agent (each date of any such request by the Agent, an “Opinion Request Date”)Prospectus, the Company shall as soon as practicable thereafter furnish or cause to be furnished forthwith to the Agent a Manager the written opinion of Xxxxx, Xxxxxx Xxxxxxxx & Xxxxxx LLP, counsel for to the Company, dated the date of such amendment, supplement or incorporation and in form and substance reasonably satisfactory to the AgentManager, (i) if such counsel has previously furnished an opinion to the effect set forth in Exhibit B hereto, to the effect that the Agent Manager may rely on such previously furnished opinion of such counsel to the same extent as though they it were dated the date of such letter authorizing reliance (except that the statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or (ii) if such counsel has not previously furnished an opinion to the effect set forth in Exhibit B hereto, of the same tenor as such an opinion of such counsel but modified to relate to the Registration Statement, Statement and the Prospectus and the General Disclosure Package (other than the offering price of any Common Shares) as amended and supplemented to such date; provided, however, that the Company shall have the right in its sole discretion to suspend the delivery of all such opinions otherwise required by this Section 4.07 if the Company does not expect to deliver an Issuance Notice with respect to the Common Shares; and provided, further, that the delivery of each such opinion on or prior to the date of such Issuance Notice shall be a condition precedent to the delivery by the Company of an Issuance Notice with respect to the Common Shares;