Common use of Bring Down Opinions; Negative Assurance Clause in Contracts

Bring Down Opinions; Negative Assurance. At each Representation Date, unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of counsel to the Company (“Company Counsel”) addressed to the Manager and dated and delivered on such Representation Date, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation. In lieu of delivering such an opinion for Representation Dates subsequent to the commencement of the offering of the Shares under this Agreement such counsel may furnish the Manager with a letter to the effect that the Manager may rely on a prior opinion delivered under Section 6(b) or this Section 4(l) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of such subsequent Representation Date). The requirement to furnish or cause to be furnished an opinion under this Section 4(l) shall be waived for any Representation Date occurring on a date on which no instruction to the Manager to sell Shares pursuant to this Agreement has been delivered by the Company or is pending. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following any Representation Date when the Company relied on such waiver and did not provide the Manager an opinion pursuant to this Section 4(l), then before the Company instructs the Manager to sell Shares pursuant to this Agreement, the Company shall provide the Manager such opinion.

Bring Down Opinions; Negative Assurance. At each Representation Date, unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager (i) a written opinion of counsel to the Company U.S. Counsel and (“ii) a written opinion of Company Australian Counsel”) , each addressed to the Manager and dated and delivered on such Representation Date, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation. In lieu representation of delivering such an opinion for Representation Dates subsequent to the commencement of the offering of the Shares under this Agreement such counsel may furnish the Manager with a letter to the effect that the Manager may rely on a prior opinion delivered under Section 6(b) or this Section 4(l) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of such subsequent Representation Date)Company U.S. Counsel. The requirement to furnish or cause to be furnished an opinion (but not with respect to a negative assurance representation) under this Section 4(l) shall be waived for any Representation Date other than a Representation Date on which a material amendment to the Registration Statement or Prospectus is made or the Company files its Annual Report on Form 20-F or a material amendment thereto under the Exchange Act, unless the Manager reasonably requests such deliverable required this Section 4(l) in connection with a Representation Date, upon which request such deliverable shall be deliverable hereunder. Notwithstanding the foregoing, the requirement to furnish or cause to be furnished an opinion or negative assurance representation under this Section 4(l) shall be waived for any Representation Date occurring on at a date on time at which no instruction to the Manager to sell Shares ADSs pursuant to this Agreement has been delivered by the Company or is pending. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares ADSs following any Representation Date when the Company relied on such waiver and did not provide the Manager an opinion or negative assurance representation pursuant to this Section 4(l), then before the Company instructs the Manager to sell Shares ADSs pursuant to this Agreement, the Company shall provide the Manager with such opinionopinion or negative assurance representation.

Bring Down Opinions; Negative Assurance. At Within five (5) Trading Days of each Representation Date, unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of counsel to the Company (“Company Counsel”) addressed to the Manager and dated and delivered on within five (5) Trading Days of such Representation Date, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation. In lieu of delivering such The requirement to furnish or cause to be furnished an opinion for Representation Dates subsequent (but not with respect to the commencement of the offering of the Shares a negative assurance representation) under this Agreement such counsel may furnish the Manager with a letter to the effect that the Manager may rely on a prior opinion delivered under Section 6(b) or this Section 4(l) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate waived for any Representation Date other than a Representation Date on which a material amendment to the Registration Statement and or Prospectus is made or the Prospectus as amended Company files its Annual Report on Form 10-K or supplemented as of a material amendment thereto under the Exchange Act, unless the Manager reasonably requests such subsequent deliverable required by this Section 4(l) in connection with a Representation Date), upon which request such deliverable shall be deliverable hereunder. The requirement to furnish or cause to be furnished an opinion and/or negative assurance representation of Company Counsel under this Section 4(l) shall be waived for any Representation Date occurring on at a date on time at which no instruction to the Manager to sell Shares pursuant to this Agreement has been delivered by the Company or is pending. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following any Representation Date when the Company relied on such waiver and did not provide the Manager an opinion and/or negative assurance representation pursuant to this Section 4(l), then before the Company instructs the Manager to sell ||| Shares pursuant to this Agreement, the Company shall provide the Manager such opinionan opinion and/or negative assurance representation.

Bring Down Opinions; Negative Assurance. At each Representation Date, unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of counsel to the Company (“Company Counsel”) addressed to the Manager and dated and delivered on such Representation Date, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation. In lieu of delivering such an opinion for Representation Dates subsequent to the commencement of the offering of the Shares under this Agreement Agreement, such counsel may furnish the Manager with a letter to the effect that the Manager may rely on a prior opinion delivered under Section 6(b) or this Section 4(l) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of such subsequent Representation Date). The requirement to furnish or cause to be furnished an opinion under this Section 4(l) shall be waived for any Representation Date occurring on other than a date Representation Date on which no instruction a material amendment to the Manager to sell Shares pursuant to this Agreement has been delivered by Registration Statement or Prospectus is made or the Company files its Annual Report on Form 10-K or is pending. Notwithstanding a material amendment thereto under the foregoingExchange Act, if the Company subsequently decides to sell Shares following any Representation Date when the Company relied on such waiver and did not provide unless the Manager an opinion pursuant to reasonably requests the deliverables required this Section 4(l)) in connection with a Representation Date, then before the Company instructs the Manager to sell Shares pursuant to this Agreement, the Company upon which request such deliverable shall provide the Manager such opinionbe deliverable hereunder.

Bring Down Opinions; Negative Assurance. At each Representation Date, unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of counsel to the Company (“Company Counsel”) addressed to the Manager and dated and delivered on such Representation Date, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation. In lieu of delivering such an opinion for Representation Dates subsequent to the commencement of the offering of the Shares under this Agreement such counsel may furnish the Manager with a letter to the effect that the Manager may rely on a prior opinion delivered under Section 6(b) or this Section 4(l) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of such subsequent Representation Date). The requirement to furnish or cause to be furnished an opinion (but not with respect to a negative assurance representation) under this Section 4(l) shall be waived for any Representation Date other than a Representation Date on which a material amendment to the Registration Statement or Prospectus is made or the Company files its Annual Report on Form 10-K or a material amendment thereto under the Exchange Act, unless the Manager reasonably requests such deliverable required this Section 4(l) in connection with a Representation Date, upon which request such deliverable shall be deliverable hereunder. Notwithstanding the foregoing, the requirement to furnish or cause to be furnished an opinion or negative assurance representation under this Section 4(l) shall be waived for any Representation Date occurring on at a date on time at which no instruction to the Manager to sell Shares pursuant to this Agreement has been delivered by the Company or is pending. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following any Representation Date when the Company relied on such waiver and did not provide the Manager an opinion or negative assurance representation pursuant to this Section 4(l), then before the Company instructs the Manager to sell Shares pursuant to this Agreement, the Company shall provide the Manager with such opinionopinion or negative assurance representation to the extent required under this Section 4(l) and not previously delivered.

Bring Down Opinions; Negative Assurance. At each Representation DateDate for which the Company is obligated to deliver a certification pursuant to Section 4(k) for which no waiver is applicable, unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of securities counsel to the Company and Nevada counsel to the Company (collectively, “Company Counsel”) addressed to the Manager and dated and delivered on such Representation Datedate, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation. In lieu of delivering such an opinion for Representation Dates subsequent representation from securities counsel to the commencement of the offering of the Shares under this Agreement such counsel may furnish the Manager with a letter to the effect Company, at each Representation Date; provided, however, that the Manager may rely on a prior opinion delivered under Section 6(b) or this Section 4(l) to requirement for the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of such subsequent Representation Date). The requirement Company to furnish or cause to be furnished an opinion (but not with respect to a negative assurance representation) under this Section 4(l) shall be waived for any Representation Date occurring on other than a date Representation Date on which no instruction a material amendment to the Manager to sell Shares pursuant to this Agreement has been delivered by Registration Statement or Prospectus is made or on which the Company files its Annual Report on Form 10-K or is pending. Notwithstanding a material amendment thereto under the foregoingExchange Act, if the Company subsequently decides to sell Shares following any Representation Date when the Company relied on such waiver and did not provide unless the Manager an reasonably requests such opinion pursuant to required this Section 4(l)) in connection with a Representation Date, then before the upon which request such opinion shall be deliverable hereunder. The Manager hereby agrees that Company instructs the Manager Counsel may provide a reliance letter for a previously delivered opinion or negative assurance representation, stating that such opinion or negative assurance representation may continue to sell Shares pursuant to this Agreementbe relied on, the Company shall provide the Manager in lieu of providing an opinion or negative assurance representation on any such opiniondate.

Bring Down Opinions; Negative Assurance. At Within five (5) Trading Days of each Representation Date, unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of counsel to the Company (“Company Counsel”) addressed to the Manager and dated and delivered on within five (5) Trading Days of such Representation Date, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation. In lieu of delivering such an opinion for Representation Dates subsequent to the commencement of the offering of the Shares under this Agreement such counsel may furnish the Manager with a letter to the effect that the Manager may rely on a prior opinion delivered under Section 6(b) or this Section 4(l) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of such subsequent Representation Date). The requirement to furnish or cause to be furnished an opinion (but not with respect to a negative assurance representation) under this Section 4(l) shall be waived for any Representation Date occurring on other than a date Representation Date on which no instruction a material amendment to the Manager to sell Shares pursuant to this Agreement has been delivered by Registration Statement or Prospectus is made or the Company files its Annual Report on Form 10-K or is pending. Notwithstanding a material amendment thereto under the foregoingExchange Act, if the Company subsequently decides to sell Shares following any Representation Date when the Company relied on such waiver and did not provide unless the Manager an opinion pursuant to reasonably requests such deliverable required this Section 4(l)) in connection with a Representation Date, then before the upon which request such deliverable shall be deliverable hereunder. The Manager hereby agrees that Company instructs the Manager Counsel may provide a reliance letter for a previously delivered opinion or negative assurance representation, stating that such opinion or negative assurance representation may continue to sell Shares pursuant to this Agreementbe relied on, the Company shall provide the Manager in lieu of providing an opinion or negative assurance representation on any such opiniondate.

Bring Down Opinions; Negative Assurance. At each Representation Date, unless otherwise waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a (i) the written opinion and a negative assurance letter of Xxxxxx Xxxxxx Rosenman LLP, U.S. counsel to for the Company (“U.S. Company Counsel”) and (ii) the written opinion of Xxxxxxxx XxXxxxx LLP, Canadian counsel for the Company (“Canadian Company Counsel” and, collectively with U.S. Company Counsel, “Company Counsel”), in each case addressed to the Manager and dated and delivered on such Representation Datethe date that the opinions are required to be delivered, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation. In lieu of delivering such an opinion or such opinions for Representation Dates subsequent to the commencement of the offering of the Shares under this Agreement such counsel Agreement, Company Counsel may furnish the Manager with a letter to the effect that the Manager may rely on a prior opinion delivered under Section 6(b7(b) or this Section 4(l5(l) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus Prospectuses as amended or supplemented as of such subsequent Representation Date). The requirement to furnish or cause to be furnished an opinion opinions (but not with respect to a negative assurance representation) under this Section 4(l5(l) shall be waived for any Representation Date other than a Representation Date on which a material amendment to the Registration Statement or Prospectus is made or the Company files its Annual Report on Form 40-F or a material amendment thereto under the Exchange Act, unless the Manager reasonably requests such deliverable required by this Section 5(l) in connection with a Representation Date, upon which request such deliverable shall be deliverable hereunder. The requirement to deliver or cause to be delivered one or more opinions under this Section 5(l) shall at the request of the Company be waived for any Representation Date occurring on a date on which no instruction to the Manager to sell Shares pursuant to this Agreement has been delivered by the Company or is pending. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following any Representation Date when the Company relied on such waiver and did not provide or cause to be provided to the Manager an opinion pursuant to the opinions contemplated in this Section 4(l5(l), then then, before the Company instructs is entitled to deliver a Sales Notice to the Manager to sell Shares Sell shares pursuant to this Agreement, the Company shall provide or cause to be provided the Manager such opinionopinion(s).

Bring Down Opinions; Negative Assurance. At Within five (5) Trading Days of each Representation Date, unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of counsel to the Company (“Israeli Counsel and a written opinion of Company Counsel”) U.S. Counsel addressed to the Manager and dated and delivered on within five (5) Trading Days of such Representation Date, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation. In lieu of delivering such an opinion for Representation Dates subsequent to the commencement of the offering of the Shares under this Agreement such counsel may furnish the Manager with a letter to the effect that the Manager may rely on a prior opinion delivered under Section 6(b) or this Section 4(l) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of such subsequent Representation Date)representation from Company U.S. Counsel. The requirement to furnish or cause to be furnished opinions (but not with respect to a negative assurance representation from US Counsel) under this Section 4(l) shall be waived for any Representation Date other than a new Registration Statement is filed and declared effective or a Representation Date on which a material amendment to the Registration Statement or Prospectus is made or the Company files its Annual Report on Form 20-F or a material amendment thereto under the Exchange Act, unless the Manager reasonably requests such deliverable required by this Section 4(l) in connection with a Representation Date, upon which request such deliverable shall be deliverable hereunder. Notwithstanding the foregoing, the requirement to furnish or cause to be furnished an opinion or negative assurance representation under this Section 4(l) shall be waived for any Representation Date occurring on at a date on time at which no instruction to the Manager to sell Ordinary Shares pursuant to this Agreement has been delivered by the Company or is pending. Notwithstanding the foregoing, if the Company subsequently decides to sell Ordinary Shares following any Representation Date when the Company relied on such waiver and did not provide the Manager an opinion such opinions or negative assurance representation pursuant to this Section 4(l), then before the Company instructs the Manager to sell Ordinary Shares pursuant to this Agreement, the Company shall provide the Manager with such opinionopinions or negative assurance representation to the extent required under this Section 4(l) and not previously delivered.

Bring Down Opinions; Negative Assurance. At On the date hereof and within 10 Business Days of each subsequent Representation DateDate and in any event prior to the delivery of the first Sales Notice following such Representation Date (and any Sales Notices delivered prior to, and effective following, a Representation Date shall be suspended by the Company (with written notice to the Lead Manager) until this provision is complied with), unless waived by the Lead Manager, the Company shall furnish or cause to be furnished forthwith to the Manager Managers and to counsel to the Manager Managers a written opinion and negative assurance letter of Xxxxxx & Xxxxxxx LLP, U.S. counsel to the Company (“U.S. Company Counsel”) and a written opinion of Stikeman Elliot LLP, Canadian counsel to the Company (“Canadian Company Counsel” and, together with U.S. Company counsel, “Company Counsel”) addressed to the Manager Managers and dated and delivered on such Representation Datethe date the opinion is delivered, in form and substance reasonably satisfactory to the ManagerManagers, including a negative assurance representation. In , as applicable; provided, however, that in the absence of a Material Adverse Effect, the Company shall be required to furnish to the Managers no more than one opinion per calendar quarter from each Company Counsel; and provided, further, that in lieu of delivering such an opinion opinions for subsequent Representation Dates subsequent to after the commencement of the offering of the Shares under this Agreement such counsel date hereof, Company Counsel may furnish the Manager Managers with a letter (a “Reliance Letter”) to the effect that the Manager Managers may rely on a prior opinion delivered under Section 6(b) or this Section 4(l5(m) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement Statement, the U.S. Prospectus and the Prospectus Canadian Prospectus, as applicable, as amended or supplemented as of such subsequent Representation Datethe date of the Reliance Letter). The requirement to furnish or cause to be furnished an opinion under this Section 4(l) shall be waived for any Representation Date occurring on a date on which no instruction to the Manager to sell Shares pursuant to this Agreement has been delivered by the Company or is pending. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following any Representation Date when the Company relied on such waiver and did not provide the Manager an opinion pursuant to this Section 4(l), then before the Company instructs the Manager to sell Shares pursuant to this Agreement, the Company shall provide the Manager such opinion.

Bring Down Opinions; Negative Assurance. At Within five (5) Trading Days of each Representation Date, unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of counsel to the Company (“Israeli Counsel and a written opinion of Company Counsel”) U.S. Counsel addressed to the Manager and dated and delivered on within five (5) Trading Days of such Representation Date, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation. In lieu of delivering such an opinion for Representation Dates subsequent to the commencement of the offering of the Shares under this Agreement such counsel may furnish the Manager with a letter to the effect that the Manager may rely on a prior opinion delivered under Section 6(b) or this Section 4(l) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of such subsequent Representation Date)representation from Company U.S. Counsel. The requirement to furnish or cause to be furnished opinions (but not with respect to a negative assurance representation from US Counsel) under this Section 4(l) shall be waived for any Representation Date other than a new Registration Statement is filed and declared effective or a Representation Date on which a material amendment to the Registration Statement or Prospectus is made or the Company files its Annual Report on Form 20-F or a material amendment thereto under the Exchange Act, unless the Manager reasonably requests such deliverable required by this Section 4(l) in connection with a Representation Date, upon which request such deliverable shall be deliverable hereunder. Notwithstanding the foregoing, the requirement to furnish or cause to be furnished an opinion or negative assurance representation under this Section 4(l) shall be waived for any Representation Date occurring on at a date on time at which no instruction to the Manager to sell Shares ADSs pursuant to this Agreement has been delivered by the Company or is pending. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares ADSs following any Representation Date when the Company relied on such waiver and did not provide the Manager an opinion such opinions or negative assurance representation pursuant to this Section 4(l), then before the Company instructs the Manager to sell Shares ADSs pursuant to this Agreement, the Company shall provide the Manager with such opinionopinions or negative assurance representation to the extent required under this Section 4(l) and not previously delivered.

Bring Down Opinions; Negative Assurance. At Within five (5) Trading Days after each Representation DateDate for which the Company is obligated to deliver a certification pursuant to Section 4(k) for which no waiver is applicable, unless waived by the each Manager, the Company shall furnish or cause to be furnished forthwith to the Manager Managers and to counsel to the Manager Managers a written opinion of counsel to the Company (“Company Counsel”) addressed to the Manager Managers and dated and delivered on within five (5) Trading Days after such Representation Date, in form and substance reasonably satisfactory to the each Manager, including a negative assurance representation. In lieu of delivering such an opinion and/or negative assurance representation for Representation Dates subsequent to the commencement of the offering of the Shares under this Agreement Agreement, such counsel may furnish the Manager with a letter to the effect that the Manager may rely on a prior opinion or negative assurance representation delivered under Section 6(b) or this Section 4(l) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion or negative assurance letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of such subsequent Representation Date). The requirement to furnish or cause to be furnished an opinion and/or a negative assurance representation under this Section 4(l) shall be waived for any Representation Date occurring on other than a date Representation Date on which no instruction a material amendment to the Manager to sell Shares pursuant to this Agreement has been delivered by Registration Statement or Prospectus is made or the Company files its Annual Report on Form 10-K or is pending. Notwithstanding a material amendment thereto under the foregoingExchange Act, if the Company subsequently decides to sell Shares following any Representation Date when the Company relied on unless each Manager reasonably requests such waiver and did not provide the Manager an opinion pursuant to deliverable required this Section 4(l)) in connection with a Representation Date, then before the Company instructs the Manager to sell Shares pursuant to this Agreement, the Company upon which request such deliverable shall provide the Manager such opinionbe deliverable hereunder.

Bring Down Opinions; Negative Assurance. At On each Representation Date, unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion and negative assurance letter of counsel to the Company (“Company Counsel”) addressed to the Manager and dated and delivered on within five (5) Trading Days of such Representation Date, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation. In lieu of delivering such an opinion for Representation Dates subsequent to the commencement of the offering of the Shares under this Agreement such counsel may furnish the Manager with a letter to the effect that the Manager may rely on a prior opinion delivered under Section 6(b) or this Section 4(l) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of such subsequent Representation Date). The requirement to furnish or cause to be furnished an opinion (but not with respect to a negative assurance letter) under this Section 4(l) shall be waived for any Representation Date occurring on other than a date Representation Date on which no instruction a material amendment to the Manager to sell Shares pursuant to this Agreement has been delivered by Registration Statement or Prospectus is made or the Company files its Annual Report on Form 10-K or a material amendment thereto under the Exchange Act, unless the Manager reasonably requests such deliverable required by this Section 4(l) in connection with a Representation Date, upon which request such deliverable shall be deliverable hereunder. In addition, the requirement to furnish the negative assurance letter and, as applicable, the opinion is hereby deemed waived for any Representation Date occurring at a time at which no Sales Notice is pending. Notwithstanding the foregoing, if If the Company subsequently decides to sell Shares following any a Representation Date when the Company relied on such deemed waiver and did not provide the Manager an with the negative assurance letter and, as applicable, the opinion pursuant to required by this Section 4(l)section, then before the Company instructs delivers the Sales Notice or the Manager to sell Shares pursuant to this Agreementsells any Shares, the Company shall provide deliver the Manager negative assurance letter and, as applicable, the opinion required by this section. In such opinionevent, the date of such Sales Notice shall be deemed a Representation Date.

Bring Down Opinions; Negative Assurance. At Within five (5) Trading Days of each Representation DateDate for which the Company is obligated to deliver a certification pursuant to Section 4(k), unless waived by the Manager, (A) the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager Depositary (i) a written opinion of counsel Company U.S. Counsel and, (ii) a written opinion of Company Cayman Counsel, and (B) the Manager U.S. Counsel shall furnish to the Company Manager its written opinion, in each case (“Company Counsel”A) and (B), addressed to the Manager and the Depositary (as applicable) and dated and delivered on within five (5) Trading Days of such Representation Date, in form and substance reasonably satisfactory to the Manager and the Depositary (as applicable), including, with respect to the opinion furnished to the Manager, including a negative assurance representation. In lieu of delivering such an opinion for Representation Dates subsequent to the commencement of the offering of the Shares under this Agreement such counsel may furnish the Manager with a letter to the effect that the Manager may rely on a prior opinion delivered under Section 6(b) or this Section 4(l) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of such subsequent Representation Date). The requirement to furnish or cause to be furnished an opinion (but not with respect to a negative assurance representation) under this Section 4(l) shall be waived for any Representation Date other than a Representation Date on which a material amendment to the Registration Statement or Prospectus is made or the Company files its Annual Report on Form 20-F or a material amendment thereto under the Exchange Act, unless the Manager reasonably requests such deliverable required this under Section 4(l) in connection with a Representation Date, upon which request such deliverable shall be deliverable hereunder. Notwithstanding the foregoing, the requirement to provide an opinion or negative assurance representation under this Section 4(l) shall be waived for any Representation Date occurring on at a time at which no Sales Notice is pending or a suspension is in effect, which waiver shall continue until the date the Company delivers a Sales Notice hereunder (which for such calendar quarter shall be considered a Representation Date); provided, however, that such waiver shall not apply for any Representation Date on which no instruction to the Manager to sell Shares pursuant to this Agreement has been delivered by the Company or is pending. files its Annual Report on Form 20-F. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares the ADSs following any a Representation Date when the Company relied on such waiver and did not provide the Manager with an opinion pursuant to or negative assurance representation under this Section 4(l), then before the Company instructs the Manager to sell Shares pursuant to this Agreementsells any ADSs, the Company shall provide the Manager Manger with such opinionopinion or negative assurance representation dated the date of the Sales Notice.

Bring Down Opinions; Negative Assurance. At each Representation Date, unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of (i) counsel to the Company (“Company Counsel”) and (ii) local counsel to the Company (“Local Counsel”), each addressed to the Manager and dated and delivered on such Representation Date, in form and substance reasonably satisfactory to the Manager, including including, solely with respect to Company Counsel, a negative assurance representation. In lieu of delivering such an opinion or such opinions for Representation Dates subsequent to the commencement of the offering of the Shares under this Agreement such counsel Company Counsel or Local Counsel, as applicable, may furnish the Manager with a letter to the effect that the Manager may rely on a prior opinion delivered under Section 6(b) or this Section 4(l) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of such subsequent Representation Date). The requirement to furnish or cause to be furnished an opinion such opinions under this Section 4(l) shall be waived for any Representation Date occurring on other than a date Representation Date on which no instruction a material amendment to the Manager to sell Shares pursuant to this Agreement has been delivered by Registration Statement or Prospectus is made or the Company files its Annual Report on Form 10-K or is pending. Notwithstanding a material amendment thereto under the foregoingExchange Act, if the Company subsequently decides to sell Shares following any Representation Date when the Company relied on such waiver and did not provide unless the Manager an opinion pursuant to reasonably requests such deliverable required this Section 4(l)) in connection with a Representation Date, then before the Company instructs the Manager to sell Shares pursuant to this Agreement, the Company upon which request such deliverables shall provide the Manager such opinionbe deliverable hereunder.

Bring Down Opinions; Negative Assurance. At Within five (5) Trading Days of each Representation Date, unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of counsel to the Company (“Company Counsel”) addressed to the Manager and dated and delivered on within five (5) Trading Days of such Representation Date, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation. In lieu of delivering such an opinion for Representation Dates subsequent to the commencement of the offering of the Shares under this Agreement such counsel may furnish the Manager with a letter to the effect that the Manager may rely on a prior opinion delivered under Section 6(b) or this Section 4(l) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of such subsequent Representation Date). The requirement to furnish or cause to be furnished an opinion (but not with respect to a negative assurance representation) under this Section 4(l) shall be waived for any Representation Date occurring on other than a date Representation Date on which no instruction a material amendment to the Manager to sell Shares pursuant to this Agreement has been delivered by Registration Statement or Prospectus is made or the Company files its Annual Report on Form 10-K or is pendinga material amendment thereto under the Exchange Act, unless the Manager reasonably requests such deliverable required this Section 4(l) in connection with a Representation Date, upon which request such deliverable shall be deliverable hereunder. Notwithstanding the foregoing, if the requirement to furnish the negative assurance letter and, as applicable, the opinion is hereby deemed waived for any Representation Date occurring at a time at which no Sales Notice is pending. If the Company subsequently decides to sell Shares following any a Representation Date when the Company relied on such deemed waiver and did not provide deliver to the Manager an the negative assurance letter and, as applicable, the opinion pursuant to required by this Section 4(l)section, then before the Company instructs delivers the Sales Notice or the Manager to sell Shares pursuant to this Agreementsells any Shares, the Company shall provide deliver the Manager negative assurance letter and, as applicable, the opinion required by this section. In such opinionevent, the date of such Sales Notice shall be deemed a Representation Date.

Bring Down Opinions; Negative Assurance. At Withing five (5) Business Days of each Representation Date, unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager (i) a written opinion of counsel Company U.S. Counsel, (ii) a written opinion of Company Israeli Counsel, and (iii) subject to the receipt by Depositary Counsel of periodic opinions or reliance letters from Company (“U.S. Counsel and Company Israeli Counsel”) , including opinions delivered at each Representation Date, a written opinion of Depositary Counsel, each addressed to the Manager and dated and delivered on within five (5) Business Days of such Representation Date, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation. In lieu representation of delivering such an opinion for Representation Dates subsequent to the commencement of the offering of the Shares under this Agreement such counsel may furnish the Manager with a letter to the effect that the Manager may rely on a prior opinion delivered under Section 6(b) or this Section 4(l) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of such subsequent Representation Date)Company U.S. Counsel. The requirement to furnish or cause to be furnished opinions (but not with respect to a negative assurance representation) under this Section 4(l) shall be waived for any Representation Date other than a Representation Date on which a material amendment to the Registration Statement or Prospectus is made or the Company files its Annual Report on Form 20-F or a material amendment thereto under the Exchange Act, unless the Manager reasonably requests such deliverable required this Section 4(l) in connection with a Representation Date, upon which request such deliverable shall be deliverable hereunder. Notwithstanding the foregoing, the requirement to furnish or cause to be furnished an opinion or negative assurance representation under this Section 4(l) shall be waived for any Representation Date occurring on at a date on time at which no instruction to the Manager to sell Shares ADSs pursuant to this Agreement has been delivered by the Company or is pending. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares ADSs following any Representation Date when the Company relied on such waiver and did not provide the Manager an opinion or negative assurance representation pursuant to this Section 4(l), then before the Company instructs the Manager to sell Shares ADSs pursuant to this Agreement, the Company shall provide the Manager with such opinionopinion or negative assurance representation to the extent required under this Section 4(l) and not previously delivered.

Bring Down Opinions; Negative Assurance. At Within five (5) Trading Days after each Representation Date, unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of each of Canadian counsel and U.S. counsel to the Company (“Company Counsel”) addressed to the Manager and dated and delivered on within five (5) Trading Days after such Representation Date, in form and substance reasonably satisfactory to the Manager, including including, in the case of U.S. Company Counsel, a negative assurance representation. In lieu of delivering such an opinion for Representation Dates subsequent to the commencement of the offering of the Shares under this Agreement such counsel may furnish the Manager with a letter to the effect that the Manager may rely on a prior opinion delivered under Section 6(b) or this Section 4(l) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of such subsequent Representation Date). The requirement to furnish or cause to be furnished an opinion (but not with respect to a negative assurance representation) under this Section 4(l) shall be waived for any Representation Date occurring on other than a date Representation Date on which no instruction a material amendment to the Manager to sell Shares pursuant to this Agreement has been delivered by Registration Statement or Prospectus is made or the Company files its Annual Report on Form 10-K or is pendinga material amendment thereto under the Exchange Act, unless the Manager reasonably requests such deliverable required this Section 4(l) in connection with a Representation Date, upon which request such deliverable shall be deliverable hereunder. Notwithstanding the foregoing, if the Company subsequently decides requirement to sell Shares following any Representation Date when the Company relied on such waiver and did not provide the Manager an opinion opinions pursuant to this Section 4(l)) shall be waived for any Representation Date occurring at a time when no Sales Notice is pending or a suspension is in effect, then before which waiver shall continue until the earlier to occur of the date on which the Company instructs delivers a Sales Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the Manager to sell Shares pursuant to this Agreement, next occurring Representation Date on which the Company shall provide the Manager such opinion.files its Annual Report on Form 10-K.

Bring Down Opinions; Negative Assurance. At On the date hereof and within 10 Business Days of each subsequent Representation DateDate and in any event prior to the delivery of the first Sales Notice following such Representation Date (and any Sales Notices delivered prior to, and effective following, a Representation Date shall be suspended by the Company (with written notice to the Lead Manager) until this provision is complied with), unless waived by the Lead Manager, the Company shall furnish or cause to be furnished forthwith to the Manager Managers and to counsel to the Manager Managers a written opinion of counsel to the Company (“Company Counsel”) addressed to the Manager Managers and dated and delivered on such Representation Datethe date the opinion is delivered, in form and substance reasonably satisfactory to the ManagerManagers, including a negative assurance representation. In ; provided, however, that in the absence of a Material Adverse Effect, the Company shall be required to furnish to the Managers no more than one opinion per calendar quarter from each Company Counsel; and provided, further, that in lieu of delivering such an opinion opinions for subsequent Representation Dates subsequent to after the commencement of the offering of the Shares under this Agreement such counsel date hereof, Company Counsel may furnish the Manager Managers with a letter (a “Reliance Letter”) to the effect that the Manager Managers may rely on a prior opinion delivered under Section 6(b) or this Section 4(l5(m) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement Statement, the U.S. Prospectus and the Prospectus Canadian Prospectus, as applicable, as amended or supplemented as of such subsequent Representation Datethe date of the Reliance Letter). The requirement to furnish or cause to be furnished an opinion under this Section 4(l) shall be waived for any Representation Date occurring on a date on which no instruction to the Manager to sell Shares pursuant to this Agreement has been delivered by the Company or is pending. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following any Representation Date when the Company relied on such waiver and did not provide the Manager an opinion pursuant to this Section 4(l), then before the Company instructs the Manager to sell Shares pursuant to this Agreement, the Company shall provide the Manager such opinion.

Bring Down Opinions; Negative Assurance. At each Representation DateOn or prior to the date the first Sales Notice is given hereunder, unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of counsel to the Company (“Company Counsel”) addressed to the Manager and dated and delivered on such Representation Date, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation. In lieu Thereafter, within three Trading Days of delivering such an opinion each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 4(k) for Representation Dates subsequent which no waiver is applicable pursuant to Section 4(k), unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the commencement Manager a written opinion of Company Counsel in the offering form previously agreed between the Company and the Manager, modified as necessary to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that if Company Counsel has previously furnished to the Manager such written opinion and negative assurance substantially in the form previously agreed between the Company and the Manager, then the Company Counsel may, in respect of the Shares under this Agreement such counsel may any future Representation Date, furnish the Manager with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Manager may rely on a the prior opinion and negative assurance of such counsel delivered under Section 6(b) or pursuant to this Section 4(l) to the same extent as if it were dated the date of such letter Reliance Letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as to the date of such subsequent Representation DateReliance Letter). The requirement to furnish or cause to be furnished an opinion under this Section 4(l) shall be waived for any Representation Date occurring on a date on which no instruction to the Manager to sell Shares pursuant to this Agreement has been delivered by the Company or is pending. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following any Representation Date when the Company relied on such waiver and did not provide the Manager an opinion pursuant to this Section 4(l), then before the Company instructs the Manager to sell Shares pursuant to this Agreement, the Company shall provide the Manager such opinion.

Bring Down Opinions; Negative Assurance. At Within five (5) Trading Days of each Representation Date, unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of counsel to the Company (“Company Counsel”) addressed to the Manager and dated and delivered on within five (5) Trading Days of such Representation Date, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation. In lieu of delivering such The requirement to furnish or cause to be furnished an opinion for Representation Dates subsequent (but not with respect to the commencement of the offering of the Shares a negative assurance representation) under this Agreement such counsel may furnish the Manager with a letter to the effect that the Manager may rely on a prior opinion delivered under Section 6(b) or this Section 4(l) shall be waived for any Representation Date other than a Representation Date on which a material amendment to the Registration Statement or Prospectus is made or the Company files its Annual Report on Form 10-K or a material amendment thereto under the Exchange Act, unless the Manager reasonably requests the deliverables required by this Section 4(l) in connection with a Representation Date, upon which request such deliverable shall be deliverable hereunder. The Manager hereby agrees that, in lieu of delivering an opinion and/or negative assurance representation on any such date, Company Counsel may deliver a reliance letter (“Reliance Letter”) for a previously delivered opinion and/or negative assurance representation, stating that such opinion and/or negative assurance representation may continue to be relied on to the same extent as if it were dated the date of such letter Reliance Letter (except that statements in such prior opinion and/or negative assurance representation shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of such subsequent Representation Datethe date of the Reliance Letter). The requirement to furnish or cause to be furnished an opinion under this Section 4(l) shall be waived for any Representation Date occurring on a date on which no instruction to the Manager to sell Shares pursuant to this Agreement has been delivered by the Company or is pending. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following any Representation Date when the Company relied on such waiver and did not provide the Manager an opinion pursuant to this Section 4(l), then before the Company instructs the Manager to sell Shares pursuant to this Agreement, the Company shall provide the Manager such opinion.

Bring Down Opinions; Negative Assurance. At Within five (5) Trading Days of each Representation DateDate for which the Company is obligated to deliver a certification pursuant to Section 4(k), unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of counsel to the Company (“Company Counsel”) addressed to the Manager and dated and delivered on within five (5) Trading Days of such Representation Date, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation. In lieu of delivering such an opinion for Representation Dates subsequent to the commencement of the offering of the Shares under this Agreement such counsel may furnish the Manager with a letter to the effect , provided, however, that the Manager may rely on a prior opinion delivered under Section 6(b) or this Section 4(l) to requirement for the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of such subsequent Representation Date). The requirement Company to furnish or cause to be furnished an opinion (but not with respect to a negative assurance representation) under this Section 4(l) shall be waived for any Representation Date other than a Representation Date on which a material amendment to the Registration Statement or Prospectus is made or the Company files its Annual Report on Form 10-K or a material amendment thereto under the Exchange Act. Notwithstanding the foregoing, the requirement to provide an opinion or negative assurance representation under this Section 4(l) shall be waived for any Representation Date occurring on at a time at which no Sales Notice is pending or a suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a Sales Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which no instruction to the Manager to sell Shares pursuant to this Agreement has been delivered by the Company or is pending. files its annual report on Form 10-K. Notwithstanding the foregoing, (i) upon the delivery of the first Sales Notice hereunder and (ii) if the Company subsequently decides to sell Shares following any a Representation Date when the Company relied on such waiver and did not provide the Manager with an opinion pursuant to or negative assurance representation under this Section 4(l), then before the Company instructs the Manager to sell Shares pursuant to this Agreementsells any Shares, the Company shall provide the Manager with such opinionopinion or negative assurance representation dated the date of the Sales Notice.

Bring Down Opinions; Negative Assurance. At Within five (5) Trading Days of each Representation Date, unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of counsel to the Company (“Company Counsel”) addressed to the Manager and dated and delivered on within five (5) Trading Days of such Representation Date, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation. In lieu of delivering such an opinion for Representation Dates subsequent to the commencement of the offering of the Shares under this Agreement such counsel may furnish the Manager with a letter to the effect that the Manager may rely on a prior opinion delivered under Section 6(b) or this Section 4(l) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of such subsequent Representation Date). The requirement to furnish or cause to be furnished an opinion (but not with respect to a negative assurance representation) under this Section 4(l) shall be waived for any Representation Date other than a Representation Date on which a new Registration Statement is filed and declared effective by the Commission or a material amendment to the Registration Statement or Prospectus is made or the Company files its Annual Report on Form 10-K or a material amendment thereto under the Exchange Act, unless the Manager reasonably requests such deliverable required by this Section 4(l) in connection with a Representation Date, upon which request such deliverable shall be deliverable hereunder. Notwithstanding the foregoing, the requirement to furnish or cause to be furnished an opinion or negative assurance representation under this Section 4(l) shall be waived for any Representation Date occurring on at a date on time at which no instruction to the Manager to sell Shares pursuant to this Agreement has been delivered by the Company or is pending. Notwithstanding the foregoingimmediately preceding sentence, if the Company subsequently decides to sell Shares following any Representation Date when the Company relied on such waiver and did not provide the Manager an opinion or negative assurance representation pursuant to this Section 4(l), then before the Company instructs the Manager to sell Shares pursuant to this Agreement, the Company shall provide the Manager with such opinionopinion or negative assurance representation to the extent required under this Section 4(l) and not previously delivered.

Bring Down Opinions; Negative Assurance. At each Representation Date, unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of counsel to the Company (“Company Counsel”) addressed to the Manager and dated and delivered on such Representation Date, in customary form and substance and reasonably satisfactory to the Manager, including a customary negative assurance representationstatement. In lieu of delivering such an opinion for Representation Dates subsequent to the commencement of the offering of the Shares under this Agreement such counsel may furnish the Manager with a letter to the effect that the Manager may rely on a prior opinion delivered under Section 6(b) or this Section 4(l) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of such subsequent Representation Date). The requirement to furnish or cause to be furnished an opinion under this Section 4(l) shall be waived for any Representation Date occurring on a date on which no instruction to the Manager to sell Shares pursuant to this Agreement has been delivered by the Company or is pending. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following any Representation Date when the Company relied on such waiver and did not provide the Manager an opinion pursuant to this Section 4(l), then before the Company instructs the Manager to sell Shares pursuant to this Agreement, the Company shall provide the Manager such opinion.

Bring Down Opinions; Negative Assurance. At Within five (5) Trading Days of each Representation Date, unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of counsel to the Company (“Company Counsel”) addressed to the Manager and dated and delivered on within five (5) Trading Days of such Representation Date, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation. In lieu of delivering such an opinion for Representation Dates subsequent representation provided, however, that if Company Counsel has previously furnished to the commencement Manager such written opinion and negative assurance in the form previously agreed between the Company and the Manager, then Company Counsel may, in respect of the offering of the Shares under this Agreement such counsel may any future Representation Date, furnish the Manager with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and, negative assurance of such counsel to the effect that the Manager may rely on a the prior opinion and, negative assurance of such counsel delivered under Section 6(b) or pursuant to this Section 4(l) to the same extent as if it were dated the date of such letter Reliance Letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as to the date of such subsequent Representation DateReliance Letter). The requirement to furnish or cause to be furnished an opinion (but not with respect to a negative assurance representation) under this Section 4(l) shall be waived for any Representation Date other than a Representation Date on which a material amendment to the Registration Statement or Prospectus is made or the Company files its Annual Report on Form 10-K or a material amendment thereto under the Exchange Act, unless the Manager reasonably requests such deliverable required by this Section 4(l) in connection with a Representation Date, upon which request such deliverable shall be deliverable hereunder. Further, the requirement to furnish or cause to be furnished an opinion and a negative assurance representation letter under this Section 4(l) shall be waived for such Representation Date occurring on a date on which no instruction to the Manager to sell Shares pursuant to this Agreement has been delivered by the Company or is pending. Notwithstanding the foregoing, provided that, if the Company subsequently decides to sell Shares following any such Representation Date when the Company relied on such waiver and did not provide the Manager an opinion a negative assurance representation letter pursuant to this Section 4(l), then before the Company instructs the Manager to sell Shares pursuant to this Agreement, the Company shall provide the Manager such opinionopinion and negative assurance representation letter.

Bring Down Opinions; Negative Assurance. At each Representation Date, unless otherwise waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager (i) the written opinion and a negative assurance letter of Kavinoky Cook LLP, U.S. counsel for the Company ("U.S. Company Counsel") and (ii) the written opinion of Xxxxxxxx XxXxxxx LLP, Canadian counsel to for the Company (“"Canadian Company Counsel”) "), in each case addressed to the Manager and dated and delivered on such Representation Datethe date that the opinions are required to be delivered, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation. The requirement to furnish or cause to be furnished opinions (but not with respect to a negative assurance representation) under this Section 5(l) shall be waived for any Representation Date other than a Representation Date on which a material amendment to the Registration Statement or Prospectuses is made or the Company files its Annual Report on Form 40-F or a material amendment thereto under the Exchange Act, unless the Manager reasonably requests such deliverable required by this Section 5(l) in connection with a Representation Date, upon which request such deliverable shall be deliverable hereunder. In lieu of delivering such an opinion or such opinions for Representation Dates subsequent to the commencement of the offering of the Shares under this Agreement such counsel Agreement, Company Counsel may furnish the Manager with a letter to the effect that the Manager may rely on a prior opinion delivered under Section 6(b7(b) or this Section 4(l5(l) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus Prospectuses as amended or supplemented as of such subsequent Representation Date). The requirement to furnish deliver or cause to be furnished an opinion delivered one or more opinions under this Section 4(l5(l) shall at the request of the Company be waived for any Representation Date occurring on a date on which no instruction to the Manager to sell Shares pursuant to this Agreement has been delivered by the Company or is pending. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following any Representation Date when the Company relied on such waiver and did not provide or cause to be provided to the Manager an opinion pursuant to the opinions contemplated in this Section 4(l5(l), then then, before the Company instructs is entitled to deliver a Sales Notice to the Manager to sell Shares Sell shares pursuant to this Agreement, the Company shall provide or cause to be provided the Manager such opinionopinion(s).

Bring Down Opinions; Negative Assurance. At Within five (5) Trading Days of each Representation Date, unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of counsel to the Company (“Company Counsel”) addressed to the Manager and dated and delivered on within five (5) Trading Days of such Representation Date, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation. In lieu of delivering such an opinion for Representation Dates subsequent to the commencement of the offering of the Shares under this Agreement such counsel may furnish the Manager with a letter to the effect that the Manager may rely on a prior opinion delivered under Section 6(b) or this Section 4(l) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of such subsequent Representation Date). The requirement to furnish or cause to be furnished an opinion (but not with respect to a negative assurance representation) under this Section 4(l) shall be waived for any Representation Date other than a Representation Date on which a material amendment to the Registration Statement or Prospectus is made or the Company files its Annual Report on Form 10-K or a material amendment thereto under the Exchange Act, unless the Manager reasonably requests such deliverable required by this Section 4(l) in connection with a Representation Date, upon which request such deliverable shall be deliverable hereunder. Further, the requirement to furnish or cause to be furnished an opinion and a negative assurance representation letter under this Section 4(l) shall be waived for such Representation Date occurring on a date on which no instruction to the Manager to sell Shares pursuant to this Agreement has been delivered by the Company or is pending. Notwithstanding the foregoing, provided that, if the Company subsequently decides to sell Shares following any such Representation Date when the Company relied on such waiver and did not provide the Manager an opinion a negative assurance representation letter pursuant to this Section 4(l), then before the Company instructs the Manager to sell Shares pursuant to this Agreement, the Company shall provide the Manager such opinionopinion and negative assurance representation letter.

Bring Down Opinions; Negative Assurance. At Within five (5) Trading Days after each Representation Date, unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of counsel to the Company (“Company Counsel”) addressed to the Manager and dated and delivered on such Representation Date, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation. In lieu of delivering such The requirement to furnish or cause to be furnished an opinion for Representation Dates subsequent (but not with respect to the commencement of the offering of the Shares a negative assurance representation) under this Agreement such counsel may furnish the Manager with a letter to the effect that the Manager may rely on a prior opinion delivered under Section 6(b) or this Section 4(l) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate waived for any Representation Date other than a Representation Date on which a material amendment to the Registration Statement and or Prospectus is made or the Prospectus as amended Company files its Annual Report on Form 10-K or supplemented as of a material amendment thereto under the Exchange Act, unless the Manager reasonably requests such subsequent deliverable required this Section 4(l) in connection with a Representation Date), upon which request such deliverable shall be deliverable hereunder. The requirement to furnish or cause to be furnished an opinion or negative assurance under this Section 4(l) shall at the request of the Company be waived for any Representation Date occurring on a date on which no instruction to the Manager to sell Shares pursuant to this Agreement has been delivered by the Company or is pending. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following any Representation Date when the Company relied on such waiver and did not provide the Manager an opinion a certificate pursuant to this Section 4(l), then then, before the Company instructs is entitled to deliver a Sales Notice to the Manager to sell Shares Sell shares pursuant to this Agreement, the Company shall provide the Manager such opinionan opinion or negative assurance.

Bring Down Opinions; Negative Assurance. At each Representation Date, unless otherwise waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a (i) the written opinion and a negative assurance letter of Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxxx LLP, U.S. counsel to for the Company (“U.S. Company Counsel”) and (ii) the written opinion of DLA Piper (Canada) LLP, Canadian counsel for the Company (“Canadian Company Counsel” and, collectively with U.S. Company Counsel, “Company Counsel”), in each case addressed to the Manager and dated and delivered on such Representation Datethe date that the opinions are required to be delivered, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation. In lieu of delivering such an opinion or such opinions for Representation Dates subsequent to the commencement of the offering of the Shares under this Agreement such counsel Agreement, Company Counsel may furnish the Manager with a letter to the effect that the Manager may rely on a prior opinion delivered under Section 6(b7(b) or this Section 4(l5(m) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus Prospectuses as amended or supplemented as of such subsequent Representation Date). The requirement to furnish deliver or cause to be furnished an opinion delivered one or more opinions under this Section 4(l5(m) shall be waived for any Representation Date occurring on a date on which no instruction to the Manager to sell Shares pursuant to this Agreement has been delivered by the Company or is pending. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following any Representation Date when the Company relied on such waiver and did not provide or cause to be provided to the Manager an opinion pursuant to the opinions contemplated in this Section 4(l5(m), then then, before the Company instructs is entitled to deliver a Sales Notice to the Manager to sell Shares pursuant to this Agreement, the Company shall provide or cause to be provided the Manager such opinionopinion(s).

Bring Down Opinions; Negative Assurance. At each Representation Date, unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of (i) counsel to the Company (“Company Counsel”) and (ii) local counsel to the Company (“Local Counsel”), each addressed to the Manager and dated and delivered on such Representation Date, in form and substance reasonably satisfactory to the Manager, including including, solely with respect to Company Counsel, a negative assurance representation. In lieu of delivering such an opinion or such opinions for Representation Dates subsequent to the commencement of the offering of the Shares under this Agreement such counsel Company Counsel or Local Counsel, as applicable, may furnish the Manager with a letter to the effect that the Manager may rely on a prior opinion delivered under Section 6(b) or this Section 4(l) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of such subsequent Representation Date). The requirement to furnish or cause to be furnished an opinion such opinions under this Section 4(l) shall be waived for any Representation Date occurring on other than a date Representation Date on which no instruction a material amendment to the Manager to sell Shares pursuant to this Agreement has been delivered by Registration Statement or Prospectus is made or the Company files its Annual Report on Form 10-K or is pending. Notwithstanding a material amendment thereto under the foregoingExchange Act, if the Company subsequently decides to sell Shares following any Representation Date when the Company relied on such waiver and did not provide unless the Manager an opinion pursuant to reasonably requests such deliverable required under this Section 4(l)) in connection with a Representation Date, then before the Company instructs the Manager to sell Shares pursuant to this Agreement, the Company upon which request such deliverables shall provide the Manager such opinionbe deliverable hereunder.

Bring Down Opinions; Negative Assurance. At each Representation Date, unless otherwise waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a (i) the written opinion and a negative assurance letter of Txxxxxxx Pxxxxx Xxxxxxxx Sxxxxxx LLP, U.S. counsel to for the Company (“U.S. Company Counsel”) and (ii) the written opinion of DLA Piper (Canada) LLP, Canadian counsel for the Company (“Canadian Company Counsel” and, collectively with U.S. Company Counsel, “Company Counsel”), in each case addressed to the Manager and dated and delivered on such Representation Datethe date that the opinions are required to be delivered, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation. In lieu of delivering such an opinion or such opinions for Representation Dates subsequent to the commencement of the offering of the Shares under this Agreement such counsel Agreement, Company Counsel may furnish the Manager with a letter to the effect that the Manager may rely on a prior opinion delivered under Section 6(b7(b) or this Section 4(l5(m) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus Prospectuses as amended or supplemented as of such subsequent Representation Date). The requirement to furnish deliver or cause to be furnished an opinion delivered one or more opinions under this Section 4(l5(m) shall be waived for any Representation Date occurring on a date on which no instruction to the Manager to sell Shares pursuant to this Agreement has been delivered by the Company or is pending. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following any Representation Date when the Company relied on such waiver and did not provide or cause to be provided to the Manager an opinion pursuant to the opinions contemplated in this Section 4(l5(m), then then, before the Company instructs is entitled to deliver a Sales Notice to the Manager to sell Shares pursuant to this Agreement, the Company shall provide or cause to be provided the Manager such opinionopinion(s).

Bring Down Opinions; Negative Assurance. At each Representation Date, unless otherwise waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a (i) the written opinion and a negative assurance letter of Hxxxx Lovells US LLP, U.S. counsel to for the Company (“U.S. Company Counsel”) and (ii) the written opinion of Bxxxxxx Xxxxx LLP, Canadian counsel for the Company (“Canadian Company Counsel” and, collectively with U.S. Company Counsel, “Company Counsel”), in each case addressed to the Manager and dated and delivered on such Representation Datethe date that the opinions are required to be delivered, in form and substance reasonably satisfactory to the Manager, including from U.S. Company Counsel a negative assurance representation. In lieu of delivering such an opinion or such opinions for Representation Dates subsequent to the commencement of the offering of the Shares under this Agreement such counsel Agreement, Company Counsel may furnish the Manager with a letter to the effect that the Manager may rely on a prior opinion delivered under Section 6(b7(b) or this Section 4(l5(l) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus Prospectuses as amended or supplemented as of such subsequent Representation Date). The requirement to furnish or cause to be furnished an opinion opinions (but not with respect to a negative assurance representation of U.S. Company Counsel) under this Section 4(l) shall be waived for any Representation Date other than a Representation Date on which a material amendment to the Registration Statement or Prospectus is made or the Company files its Annual Report on Form 40-F or Form 20-F or a material amendment thereto under the Exchange Act, unless the Manager reasonably requests such deliverable required this Section 5(l) in connection with a Representation Date, upon which request such deliverable shall be deliverable hereunder. The requirement to deliver or cause to be delivered one or more opinions under this Section 5(l) shall at the request of the Company be waived for any Representation Date occurring on a date on which no instruction to the Manager to sell Shares pursuant to this Agreement has been delivered by the Company or is pending. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following any Representation Date when the Company relied on such waiver and did not provide or cause to be provided to the Manager an opinion pursuant to the opinions contemplated in this Section 4(l5(l), then then, before the Company instructs is entitled to deliver a Sales Notice to the Manager to sell Shares Sell shares pursuant to this Agreement, the Company shall provide or cause to be provided the Manager such opinionopinion(s).

Bring Down Opinions; Negative Assurance. At each Representation Date, unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of counsel to the Company (“Company Counsel”) addressed to the Manager and dated and delivered on such Representation Date, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation. In lieu of delivering such an opinion or negative assurance representation for Representation Dates subsequent to the commencement of the offering of the Shares under this Agreement such counsel may furnish the Manager with a letter to the effect that the Manager may rely on a prior opinion or negative assurance representation delivered under Section 6(b) or this Section 4(l) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion or negative assurance representation shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of such subsequent Representation Date). The requirement to furnish or cause to be furnished an opinion (but not with respect to a negative assurance representation) under this Section 4(l) shall be waived for any Representation Date other than a Representation Date on which a material amendment to the Registration Statement or Prospectus is made or the Company files its Annual Report on Form 10-K or a material amendment thereto under the Exchange Act, unless the Manager reasonably requests such deliverable required this Section 4(l) in connection with a Representation Date, upon which request such deliverable shall be deliverable hereunder; provided, however, that the requirement to furnish or cause to be furnished an opinion or negative assurance representation under this Section 4(l) shall be waived for any Representation Date occurring on a date on which no instruction to the Manager to sell Shares pursuant to this Agreement has been delivered by the Company or is pending. Notwithstanding the foregoing, provided, further, that, if the Company subsequently decides to sell Shares following any Representation Date when the Company relied on such waiver and did not provide the Manager an opinion or negative assurance representation pursuant to this Section 4(l), then before the Company instructs the Manager to sell Shares pursuant to this Agreement, the Company shall provide the Manager such opinionopinion or negative assurance representation.

Bring Down Opinions; Negative Assurance. At each Representation Date, unless otherwise waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a (i) the written opinion and a negative assurance letter of Xxxxxx Xxxxxx Rosenman LLP, U.S. counsel to for the Company (“U.S. Company Counsel”) and (ii) the written opinion of MLT Xxxxxx LLP, British Columbia counsel for the Company (“Canadian Company Counsel” and, collectively with U.S. Company Counsel, “Company Counsel”), in each case addressed to the Manager and dated and delivered on such Representation Datethe date that the opinions are required to be delivered, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation. In lieu of delivering such an opinion or such opinions for Representation Dates subsequent to the commencement of the offering of the Shares under this Agreement such counsel Agreement, Company Counsel may furnish the Manager with a letter to the effect that the Manager may rely on a prior opinion delivered under Section 6(b7(b) or this Section 4(l5(l) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus Prospectuses as amended or supplemented as of such subsequent Representation Date). The requirement to furnish or cause to be furnished an opinion opinions (but not with respect to a negative assurance representation) under this Section 4(l5(l) shall be waived for any Representation Date other than a Representation Date on which a material amendment to the Registration Statement or Prospectus is made or the Company files its Annual Report on Form 40-F or a material amendment thereto under the Exchange Act, unless the Manager reasonably requests such deliverable required by this Section 5(l) in connection with a Representation Date, upon which request such deliverable shall be deliverable hereunder. The requirement to deliver or cause to be delivered one or more opinions under this Section 5(l) shall at the request of the Company be waived for any Representation Date occurring on a date on which no instruction to the Manager to sell Shares pursuant to this Agreement has been delivered by the Company or is pending. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following any Representation Date when the Company relied on such waiver and did not provide or cause to be provided to the Manager an opinion pursuant to the opinions contemplated in this Section 4(l5(l), then then, before the Company instructs is entitled to deliver a Sales Notice to the Manager to sell Shares Sell shares pursuant to this Agreement, the Company shall provide or cause to be provided the Manager such opinionopinion(s).

Bring Down Opinions; Negative Assurance. At Within five (5) Trading Days of each Representation Date, unless otherwise waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a (i) the written opinion and a negative assurance letter of Xxxxxxx, Arps, Slate, Xxxxxxx & Xxxx LLP, U.S. counsel to for the Company (“U.S. Company Counsel”) and (ii) the written opinion of Xxxxxxxx XxXxxxx LLP, Canadian counsel for the Company (“Canadian Company Counsel” and, collectively with U.S. Company Counsel, “Company Counsel”), in each case addressed to the Manager and dated and delivered on such Representation Datethe date that the opinions are required to be delivered, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation. In lieu of delivering such an opinion or such opinions for Representation Dates subsequent to the commencement of the offering of the Shares under this Agreement such counsel Agreement, Company Counsel may furnish the Manager with a letter to the effect that the Manager may rely on a prior opinion delivered under Section 6(b7(b) or this Section 4(l5(l) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus Prospectuses as amended or supplemented as of such subsequent Representation Date). The requirement to furnish or cause to be furnished an opinion opinions (but not with respect to a negative assurance representation of U.S. Company Counsel) under this Section 4(l5(l) shall be waived for any Representation Date other than a Representation Date on which a material amendment to the Registration Statement or Prospectus is made or the Company files its Annual Report on Form 40-F or Form 20-F or a material amendment thereto under the Exchange Act, unless the Manager reasonably requests such deliverable required by this Section 5(l) in connection with a Representation Date, upon which request such deliverable shall be deliverable hereunder. The requirement to deliver or cause to be delivered one or more opinions under this Section 5(l) shall at the request of the Company be waived for any Representation Date occurring on a date on which no instruction to the Manager to sell Shares pursuant to this Agreement has been delivered by the Company or is pending. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following any Representation Date when the Company relied on such waiver and did not provide or cause to be provided to the Manager an opinion pursuant to the opinions contemplated in this Section 4(l5(l), then then, before the Company instructs is entitled to deliver a Sales Notice to the Manager to sell Shares Sell shares pursuant to this Agreement, the Company shall provide or cause to be provided the Manager such opinionopinion(s).

Bring Down Opinions; Negative Assurance. At Within five (5) Trading Days of each Representation Date, unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of counsel to the Company (“Company Counsel”) addressed to the Manager and dated and delivered on within five (5) Trading Days of such Representation Date, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation. In lieu of delivering such The requirement to furnish or cause to be furnished an opinion for Representation Dates subsequent (but not with respect to the commencement of the offering of the Shares a negative assurance representation) under this Agreement such counsel may furnish the Manager with a letter to the effect that the Manager may rely on a prior opinion delivered under Section 6(b) or this Section 4(l) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate waived for any Representation Date other than a Representation Date on which a material amendment to the Registration Statement and or Prospectus is made or the Prospectus as amended Company files its Annual Report on Form 10-K or supplemented as of a material amendment thereto under the Exchange Act, unless the Manager reasonably requests such subsequent deliverable required by this Section 4(l) in connection with a Representation Date), upon which request such deliverable shall be deliverable hereunder. The requirement to furnish or cause to be furnished an opinion under this Section 4(l) shall be waived for any Representation Date occurring on at a date on time at which no instruction to the Manager to sell Shares pursuant to this Agreement has been delivered by the Company or is pending. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following any Representation Date when the Company relied on such waiver and did not provide the Manager an opinion pursuant to this Section 4(l), then before the Company instructs the Manager to sell Shares pursuant to this Agreement, the Company shall provide the Manager such opinion.

Bring Down Opinions; Negative Assurance. At Within five (5) Trading Days of each Representation Date, unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of counsel to the Company (“Company Counsel”) addressed to the Manager and dated and delivered on within five (5) Trading Days of such Representation Date, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation. In lieu of delivering such an opinion for Representation Dates subsequent , provided, however, that if Company Counsel has previously furnished to the commencement Manager such written opinion and negative assurance in the form previously agreed between the Company and the Manager, then Company Counsel may, in respect of the offering of the Shares under this Agreement such counsel may any future Representation Date, furnish the Manager with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and, negative assurance of such counsel to the effect that the Manager may rely on a the prior opinion and, negative assurance of such counsel delivered under Section 6(b) or pursuant to this Section 4(l) to the same extent as if it were dated the date of such letter Reliance Letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as to the date of such subsequent Representation DateReliance Letter). .. The requirement to furnish or cause to be furnished an opinion (but not with respect to a negative assurance representation) under this Section 4(l) shall be waived for any Representation Date other than a Representation Date on which a new Registration Statement is filed and declared effective by the Commission or a material amendment to the Registration Statement or Prospectus is made or the Company files its Annual Report on Form 10-K or a material amendment thereto under the Exchange Act, unless the Manager reasonably requests such deliverable required by this Section 4(l) in connection with a Representation Date, upon which request such deliverable shall be deliverable hereunder. Further, the requirement to furnish or cause to be furnished an opinion and a negative assurance representation letter under this Section 4(l) shall be waived for such Representation Date occurring on a date on which no instruction to the Manager to sell Shares Sales Notice pursuant to this Agreement has been delivered by the Company or is pending. Notwithstanding the foregoing, provided that, if the Company subsequently decides to sell Shares following any such Representation Date when the Company relied on such waiver and did not provide the Manager an opinion a negative assurance representation letter pursuant to this Section 4(l), then before the Company instructs the Manager to sell Shares pursuant to this Agreement, the Company shall provide the Manager such opinionopinion and negative assurance representation letter.

Bring Down Opinions; Negative Assurance. At Within five (5) Trading Days of each Representation Date, Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 4(k) for which no waiver is applicable or unless otherwise waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager (i) the written opinion and a negative assurance letter of U.S. counsel for the Company and (ii) the written opinion of Canadian counsel to for the Company (collectively, “Company Counsel”) ), in each case addressed to the Manager and dated and delivered on such Representation Datethe date that the opinions are required to be delivered, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation. In representation of U.S. counsel for the Company, provided that, in lieu of delivering such an opinion opinions and negative assurance representation for subsequent Representation Dates subsequent to after the commencement initial delivery of the offering opinions of the Shares under this Agreement such counsel Company Counsel hereunder, Company Counsel may furnish the Manager with a letter (a “Reliance Letter”) to the effect that the Manager may rely on a prior opinion delivered under Section 6(b) or this Section 4(l) to the same extent as if it were dated on the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement Statement, and the Prospectus Prospectus, as amended or supplemented as of such subsequent Representation Datethe date of the Reliance Letter). The In addition to any waiver contemplated by Section 4(k), the requirement to furnish or cause to be furnished an opinion (but not with respect to a negative assurance representation of United States counsel) under this Section 4(l) shall be waived for any Representation Date occurring on other than a date Representation Date on which no instruction a material amendment to the Manager to sell Shares pursuant to this Agreement has been delivered by Registration Statement or Prospectus is made or the Company files its Annual Report on Form 20-F or is pending. Notwithstanding Form 40-F or a material amendment thereto under the foregoingExchange Act, if the Company subsequently decides to sell Shares following any Representation Date when the Company relied on such waiver and did not provide unless the Manager an opinion pursuant to reasonably requests such deliverable required this Section 4(l)) in connection with a Representation Date, then before the Company instructs the Manager to sell Shares pursuant to this Agreement, the Company upon which request such deliverable shall provide the Manager such opinionbe deliverable hereunder.

Bring Down Opinions; Negative Assurance. At Within five (5) Trading Days of each Representation Date, unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of counsel to the Company (“Company Counsel”) addressed to the Manager and dated and delivered on within five (5) Trading Days of such Representation Date, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation. In lieu of delivering such The requirement to furnish or cause to be furnished an opinion for Representation Dates subsequent (but not with respect to the commencement of the offering of the Shares a negative assurance representation) under this Agreement such counsel may furnish the Manager with a letter to the effect that the Manager may rely on a prior opinion delivered under Section 6(b) or this Section 4(l) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate waived for any Representation Date other than a Representation Date on which a material amendment to the Registration Statement and or Prospectus is made or the Prospectus as amended Company files its Annual Report on Form 10-K or supplemented as of a material amendment thereto under the Exchange Act, unless the Manager reasonably requests such subsequent deliverable required this Section 4(l) in connection with a Representation Date), upon which request such deliverable shall be deliverable hereunder. The requirement to furnish or cause to be furnished an opinion or negative assurance under this Section 4(l) shall at the request of the Company be waived for any Representation Date occurring on a date on which no instruction to the Manager to sell Shares pursuant to this Agreement has been delivered by the Company or is pending. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following any Representation Date when the Company relied on such waiver and did not provide the Manager an opinion a certificate pursuant to this Section 4(l), then then, before the Company instructs is entitled to deliver a Sales Notice to the Manager to sell Shares Sell shares pursuant to this Agreement, the Company shall provide the Manager such opinionan opinion or negative assurance.

Bring Down Opinions; Negative Assurance. At Within five (5) Trading Days of each Representation Date, unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of counsel to the Company (“Company Counsel”) ), including a negative assurance representation, addressed to the Manager and dated and delivered on within five (5) Trading Days of such Representation Date, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation. In lieu of delivering such an opinion for Representation Dates subsequent to the commencement of the offering of the Shares under this Agreement such counsel may furnish the Manager with a letter to the effect that the Manager may rely on a prior opinion delivered under Section 6(b) or this Section 4(l) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of such subsequent Representation Date). The requirement to furnish or cause to be furnished an opinion (but not with respect to a negative assurance representation) under this Section 4(l) shall be waived for any Representation Date occurring on other than a date Representation Date on which no instruction a new Registration Statement is filed and declared effective by the Commission or a material amendment to the Manager to sell Shares pursuant to this Agreement has been delivered by Registration Statement or Prospectus is made or the Company files its Annual Report on Form 10-K or is pendinga material amendment thereto under the Exchange Act, unless the Manager reasonably requests such deliverable required by this Section 4(l) in connection with a Representation Date, upon which request such deliverable shall be deliverable hereunder. Notwithstanding the foregoing, if the requirement to deliver the opinion of Company Counsel (including a negative assurance representation) hereunder is hereby deemed waived for any Representation Date occurring at a time at which no Sales Notice is pending. If the Company subsequently decides to sell Shares following any a Representation Date when the Company relied on such deemed waiver and did not provide deliver the Manager an opinion pursuant to of Company Counsel (including a negative assurance representation) required by this Section 4(l)section, then before the Company instructs delivers the Sales Notice or the Manager to sell Shares pursuant to this Agreementsells any Shares, the Company shall provide the Manager such opinion, including a negative assurance representation, required by this section. In such event, the date of such Sales Notice shall be deemed a Representation Date.

Bring Down Opinions; Negative Assurance. At Within five (5) Trading Days of each Representation Date, unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of United States counsel to the Company and a written opinion of Canada counsel to the Company (collectively, “Company Counsel”) addressed to the Manager and dated and delivered on within five (5) Trading Days of such Representation Date, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation. In representation of United States counsel to the Company, provided that, in lieu of delivering such an opinion opinions of Company Counsel and negative assurance representation of United States counsel for subsequent Representation Dates subsequent after the initial delivery of the opinions of Company Counsel hereunder, each of United States counsel to the commencement of Company and Canada counsel to the offering of the Shares under this Agreement such counsel Company may furnish the Manager with a letter (a “Reliance Letter”) to the effect that the Manager may rely on a prior opinion of such counsel (or, with respect to United States counsel, a negative assurance representation) delivered under Section 6(b) or this Section 4(l) to the same extent as if it were dated on the date of such letter (except that statements in such prior opinion or negative assurance representation shall be deemed to relate to the Registration Statement Statement, and the Prospectus Prospectus, as amended or supplemented as of such subsequent Representation Datethe date of the Reliance Letter). The requirement to furnish or cause to be furnished an opinion (but not with respect to a negative assurance representation of United States counsel) under this Section 4(l) shall be waived for any Representation Date other than a Representation Date on which a material amendment to the Registration Statement or Prospectus is made or the Company files its Annual Report on Form 20-F or Form 40-F or a material amendment thereto under the Exchange Act, unless the Manager reasonably requests such deliverable required by this Section 4(l) in connection with a Representation Date, upon which request such deliverable shall be deliverable hereunder. The requirement to furnish or cause to be furnished an opinion of the respective counsels and/or a negative assurance representation under this Section 4(l) shall be waived for any Representation Date occurring on at a date on time at which no instruction to the Manager to sell Shares pursuant to this Agreement has been delivered by the Company or is pending. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following any Representation Date when the Company relied on such waiver and did not provide the Manager an opinion such opinions and negative assurance representation pursuant to this Section 4(l), then before the Company instructs delivers any Sales Notice to the Manager to sell Shares pursuant to this Agreement, the Company shall provide the Manager such opinionopinion dated prior to or on the date of the Sales Notice.

Bring Down Opinions; Negative Assurance. At Within five (5) Trading Days of each Representation Date, unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of counsel to the Company (“Company Counsel”) addressed to the Manager and dated and delivered on within five (5) Trading Days of such Representation Date, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation. In lieu of delivering such The requirement to furnish or cause to be furnished an opinion for Representation Dates subsequent (but not with respect to the commencement of the offering of the Shares a negative assurance representation) under this Agreement such counsel may furnish the Manager with a letter to the effect that the Manager may rely on a prior opinion delivered under Section 6(b) or this Section 4(l) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate waived for any Representation Date other than a Representation Date on which a material amendment to the Registration Statement and or Prospectus is made or the Prospectus as amended Company files its Annual Report on Form 10-K or supplemented as of a material amendment thereto under the Exchange Act, unless the Manager reasonably requests such subsequent deliverable required this Section 4(l) in connection with a Representation Date), upon which request such deliverable shall be deliverable hereunder. The requirement to furnish or cause to be furnished an opinion or negative assurance under this Section 4(l4(1) shall at the request of the Company be waived for any Representation Date occurring on a date on which no instruction to the Manager to sell Shares pursuant to this Agreement has been delivered by the Company or is pending. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following any Representation Date when the Company relied on such waiver and did not provide the Manager an opinion a certificate pursuant to this Section 4(l4(1), then then, before the Company instructs is entitled to deliver a Sales Notice to the Manager to sell Shares pursuant to this Agreement, the Company shall provide the Manager such opinionan opinion or negative assurance.

Bring Down Opinions; Negative Assurance. At On each Representation Date, or within five (5) Trading Days thereafter, unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion and negative assurance letter of counsel to the Company (“Company Counsel”) addressed to the Manager and dated and delivered on such Representation Date, or within five (5) Trading Days thereafter, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation. In lieu of delivering such an opinion for Representation Dates subsequent to the commencement of the offering of the Shares under this Agreement such counsel may furnish the Manager with a letter to the effect that the Manager may rely on a prior opinion delivered under Section 6(b) or this Section 4(l) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of such subsequent Representation Date). The requirement to furnish or cause to be furnished an opinion (but not with respect to a negative assurance letter) under this Section 4(l) shall be waived for any Representation Date occurring on other than a date Representation Date on which no instruction a material amendment to the Manager to sell Shares pursuant to this Agreement has been delivered by Registration Statement or Prospectus is made or the Company files its Annual Report on Form 10-K or is pendinga material amendment thereto under the Exchange Act, unless the Manager reasonably requests such deliverable required this Section 4(l) in connection with a Representation Date, upon which request such deliverable shall be deliverable hereunder. Notwithstanding the foregoing, if the requirement to furnish the negative assurance letter and, as applicable, the opinion is hereby deemed waived for any Representation Date occurring at a time at which no Sales Notice is pending. If the Company subsequently decides to sell Shares following any a Representation Date when the Company relied on such deemed waiver and did not provide deliver to the Manager an the negative assurance letter and, as applicable, the opinion pursuant to required by this Section 4(l)section, then before the Company instructs delivers the Sales Notice or the Manager to sell Shares pursuant to this Agreementsells any Shares, the Company shall provide deliver the Manager negative assurance letter and, as applicable, the opinion required by this section. In such opinionevent, the date of such Sales Notice shall be deemed a Representation Date.

Bring Down Opinions; Negative Assurance. At each Representation Date, unless Unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of counsel to the Company (“Company Counsel”) addressed to the Manager and dated and delivered on such Representation Datedate, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation. In lieu of delivering such an opinion for , at each Representation Dates subsequent to the commencement of the offering of the Shares under this Agreement such counsel may furnish the Manager with a letter to the effect Date; provided, however, that the Manager may rely on a prior opinion delivered under Section 6(b) or this Section 4(l) to requirement for the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of such subsequent Representation Date). The requirement Company to furnish or cause to be furnished an opinion (but not with respect to a negative assurance representation) under this Section 4(l) shall be waived for any Representation Date occurring on other than a date Representation Date on which no instruction a material amendment to the Manager to sell Shares pursuant to this Agreement has been delivered by Registration Statement or Prospectus is made or on which the Company files its Annual Report on Form 10-K or is pending. Notwithstanding a material amendment thereto under the foregoingExchange Act, if the Company subsequently decides to sell Shares following any Representation Date when the Company relied on such waiver and did not provide unless the Manager an reasonably requests, upon a material adverse change in the results of operations, business or condition of the Company, such opinion pursuant to required by this Section 4(l)) in connection with a Representation Date, then before the upon which request such opinion shall be deliverable hereunder. The Manager hereby agrees that Company instructs the Manager Counsel may provide a reliance letter for a previously delivered opinion or negative assurance representation, stating that such opinion or negative assurance representation may continue to sell Shares pursuant to this Agreementbe relied on, the Company shall provide the Manager in lieu of providing an opinion or negative assurance representation on any such opiniondate.

Bring Down Opinions; Negative Assurance. At each Representation Date, unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of counsel to the each of Canadian Company (“Counsel and U.S. Company Counsel”) Counsel addressed to the Manager and dated and delivered on such Representation Date, in form and substance reasonably satisfactory to the Manager, including including, in the case of U.S. Company Counsel, a negative assurance representation. In lieu of delivering such an opinion for Representation Dates subsequent to the commencement of the offering of the Shares under this Agreement such counsel may furnish the Manager with a letter to the effect that the Manager may rely on a prior opinion delivered under Section 6(b) or this Section 4(l) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of such subsequent Representation Date). The requirement to furnish or cause to be furnished an opinion (but not with respect to a negative assurance representation) under this Section 4(l) shall be waived for any Representation Date occurring on other than a date Representation Date on which no instruction a material amendment to the Manager to sell Shares pursuant to this Agreement has been delivered by Registration Statement or the Prospectuses is made or the Company files its Annual Report on Form 40-F or is pending20-F or a material amendment thereto under the Exchange Act, unless the Manager reasonably requests such deliverable required this Section 4(l) in connection with a Representation Date, upon which request such deliverable shall be deliverable hereunder. Notwithstanding the foregoing, if the Company subsequently decides requirement to sell Shares following any Representation Date when the Company relied on such waiver and did not provide the Manager an opinion opinions pursuant to this Section 4(l)) shall be waived for any Representation Date occurring at a time when no Sales Notice is pending or a suspension is in effect, then before which waiver shall continue until the earlier to occur of the date on which the Company instructs delivers a Sales Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the Manager to sell Shares pursuant to this Agreement, next occurring Representation Date on which the Company shall provide the Manager such opinion.files its Annual Report on Form 40-F.

Bring Down Opinions; Negative Assurance. At Within five (5) Trading Days of each Representation Date, unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of counsel to the Company (“Company Counsel”) addressed to the Manager and dated and delivered on within five (5) Trading Days of such Representation Date, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation. In lieu of delivering such The requirement to furnish or cause to be furnished an opinion for Representation Dates subsequent (but not with respect to the commencement of the offering of the Shares a negative assurance representation) under this Agreement such counsel may furnish the Manager with a letter to the effect that the Manager may rely on a prior opinion delivered under Section 6(b) or this Section 4(l) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate waived for any Representation Date other than a Representation Date on which a material amendment to the Registration Statement and or Prospectus is made or the Prospectus as amended Company files its Annual Report on Form 10-K or supplemented as of a material amendment thereto under the Exchange Act, unless the Manager reasonably requests such subsequent deliverable required this Section 4(l) in connection with a Representation Date), upon which request such deliverable shall be deliverable hereunder. The requirement to furnish or cause to be furnished an opinion or negative assurance under this Section 4(l4(1) shall at the request of the Company be waived for any Representation Date occurring on a date on which no instruction to the Manager to sell Shares pursuant to this Agreement has been delivered by the Company or is pending. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following any Representation Date when the Company relied on such waiver and did not provide the Manager an opinion a certificate pursuant to this Section 4(l4(1), then then, before the Company instructs is entitled to deliver a Sales Notice to the Manager to sell Shares Sell shares pursuant to this Agreement, the Company shall provide the Manager such opinionan opinion or negative assurance.

Bring Down Opinions; Negative Assurance. At Within five (5) Trading Days of each Representation DateDate for which the Company is obligated to deliver a certification pursuant to Section 4(k), unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of counsel to the Company (“Company Counsel”) addressed to the Manager and dated and delivered on within five (5) Trading Days of such Representation Date, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation. In lieu of delivering such an opinion for Representation Dates subsequent to the commencement of the offering of the Shares under this Agreement such counsel may furnish the Manager with a letter to the effect , provided, however, that the Manager may rely on a prior opinion delivered under Section 6(b) or this Section 4(l) to requirement for the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of such subsequent Representation Date). The requirement Company to furnish or cause to be furnished an opinion (but not with respect to a negative assurance representation) under this Section 4(l) shall be waived for any Representation Date other than a Representation Date on which a material amendment to the Registration Statement or Prospectus is made or the Company files its Annual Report on Form 10-K or a material amendment thereto under the Exchange Act, unless the Manager reasonably requests such deliverable required under this Section 4(l) in connection with a Representation Date upon which request such deliverable shall be delivered hereunder. Notwithstanding the foregoing, the requirement to provide an opinion or negative assurance representation under this Section 4(l) shall be waived for any Representation Date occurring on at a date on time at which no instruction to the Manager to sell Shares pursuant to this Agreement has been delivered by Sales Notice is pending or a suspension is in effect, which waiver shall continue until the Company or is pendingdelivers a Sales Notice hereunder (which for such calendar quarter shall be considered a Representation Date). Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following any a Representation Date when the Company relied on such waiver and did not provide the Manager with an opinion pursuant to and negative assurance representation under this Section 4(l), then before the Company instructs the Manager to sell Shares pursuant to this Agreementsells any Shares, the Company shall provide the Manager with such opinionopinion and negative assurance representation dated the date of the Sales Notice.

Bring Down Opinions; Negative Assurance. At each Representation Date, unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and (with a copy to be provided to counsel to the Manager Manager) a written opinion of counsel to the Company (“Company Counsel”) and a negative assurance representation letter from Company Counsel, in each case addressed to the Manager and dated and delivered on such Representation Date, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation. In lieu of delivering such an opinion for Representation Dates subsequent to the commencement of the offering of the Shares under this Agreement such counsel may furnish the Manager with a letter to the effect that the Manager may rely on a prior opinion delivered under Section 6(b) or this Section 4(l) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of such subsequent Representation Date). The requirement to furnish or cause to be furnished an opinion and a negative assurance representation letter under this Section 4(l) shall be waived for any Representation Date other than a Representation Date on which a material amendment to the Registration Statement or Prospectus is made or the Company files its Annual Report on Form 10-K or a material amendment thereto under the Exchange Act. Further, the requirement to furnish or cause to be furnished an opinion and a negative assurance representation letter under this Section 4(l) shall be waived for such Representation Date occurring on a date on which no instruction to the Manager to sell Shares pursuant to this Agreement has been delivered by the Company or is pending. Notwithstanding the foregoing, provided that, if the Company subsequently decides to sell Shares following any such Representation Date when the Company relied on such waiver and did not provide the Manager an opinion a negative assurance representation letter pursuant to this Section 4(l), then before the Company instructs the Manager to sell Shares pursuant to this Agreement, the Company shall provide the Manager such opinionopinion and negative assurance representation letter.

Bring Down Opinions; Negative Assurance. At Within five (5) Trading Days of each Representation Date, unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of counsel to the Company (“Company Counsel”) addressed to the Manager and dated and delivered on within five (5) Trading Days of such Representation Date, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation. In lieu of delivering such an opinion for Representation Dates subsequent to the commencement of the offering of the Shares under this Agreement such counsel may furnish the Manager with a letter to the effect that the Manager may rely on a prior opinion delivered under Section 6(b) or this Section 4(l) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of such subsequent Representation Date). The requirement to furnish or cause to be furnished an opinion (but not with respect to a negative assurance representation) under this Section 4(l) shall be waived for any Representation Date other than a Representation Date on which a material amendment to the Registration Statement or Prospectus is made or the Company files its Annual Report on Form 10-K or a material amendment thereto under the Exchange Act, unless the Manager reasonably requests such deliverable required by this Section 4(l) in connection with a Representation Date, upon which request such deliverable shall be deliverable hereunder. Notwithstanding the foregoing, the requirement to furnish or cause to be furnished an opinion or negative assurance representation under this Section 4(l) shall be waived for any Representation Date occurring on at a date on time at which no instruction to the Manager to sell Shares pursuant to this Agreement has been delivered by the Company or is pending. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following any Representation Date when the Company relied on such waiver and did not provide the Manager an opinion or negative assurance representation pursuant to this Section 4(l), then before the Company instructs the Manager to sell Shares pursuant to this Agreement, the Company shall provide the Manager with such opinionopinion or negative assurance representation to the extent required under this Section 4(l) and not previously delivered.

Bring Down Opinions; Negative Assurance. At each Representation Date, unless Unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of counsel to the Company Mxxxx, Lxxxx, Cxxx, Fxxxxx, Gxxxxxx and Pxxxx, P.C. (“Company CounselMintz”) addressed to the Manager and dated and delivered on such Representation Datedate, in form and substance reasonably satisfactory to the Manager and a negative assurance representation from Ruskin Moscou Fxxxxxxxxx, P.C. (“Ruskin”) addressed to the Manager and dated and delivered on such date, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation. In lieu of delivering such an opinion for at each Representation Dates subsequent to the commencement of the offering of the Shares under this Agreement such counsel may furnish the Manager with a letter to the effect Date; provided, however, that the Manager may rely on a prior opinion delivered under Section 6(b) or this Section 4(l) to requirement for the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of such subsequent Representation Date). The requirement Company to furnish or cause to be furnished an opinion (but not with respect to a negative assurance representation) under this Section 4(l) shall be waived for any Representation Date occurring on other than a date Representation Date on which no instruction a material amendment to the Manager to sell Shares pursuant to this Agreement has been delivered by Registration Statement or Prospectus is made or on which the Company files its Annual Report on Form 10-K or is pending. Notwithstanding a material amendment thereto under the foregoingExchange Act, if the Company subsequently decides to sell Shares following any Representation Date when the Company relied on such waiver and did not provide unless the Manager an reasonably requests, upon a material adverse change in the results of operations, business or condition of the Company, such opinion pursuant to required by this Section 4(l)) in connection with a Representation Date, then before the Company instructs the upon which request such opinion shall be deliverable hereunder. The Manager hereby agrees that each of Mintz and Rxxxxx may provide a reliance letter for a previously delivered opinion or negative assurance representation, as applicable, stating that such opinion or negative assurance representation may continue to sell Shares pursuant to this Agreementbe relied on, the Company shall provide the Manager in lieu of providing an opinion or negative assurance representation on any such opiniondate.”

Bring Down Opinions; Negative Assurance. At Within five (5) Trading Days of each Representation Date, unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a the written opinion opinions of United States counsel to the Company, Cayman Islands counsel to the Company, Thailand counsel to the Company and PRC counsel (“PRC Counsel”) to the Company (collectively, “Company Counsel”) ), including a negative assurance representation of United States counsel, addressed to the Manager and dated and delivered on within five (5) Trading Days of such Representation Date, in form and substance reasonably satisfactory to the ManagerManager and an opinion of PRC Counsel to the Company that the Company is not subject to any requirements of filing and submitting any reports, including schedules, forms, statements or other documents required to be filed by the Trial Measures and corresponding guidance letters with respect to the transactions contemplated in this Agreement. The requirement to furnish or cause to be furnished an opinion (but not with respect to a negative assurance representationrepresentation of United States counsel) under this Section 4(l) shall be waived for any Representation Date other than a Representation Date on which a material amendment to the Registration Statement or Prospectus is made or the Company files its Annual Report on Form 20-F or a material amendment thereto under the Exchange Act, unless the Manager reasonably requests such deliverable required by this Section 4(l) in connection with a Representation Date, upon which request such deliverable shall be deliverable hereunder. In With respect to this Section 4(l), in lieu of delivering such an opinion or letter for Representation Dates Date(s) subsequent to the commencement of the offering of the Shares under this Agreement date hereof, such counsel may furnish the Manager with a letter (a “Reliance Letter”) to the effect that the Manager may rely on upon a prior opinion or letter delivered under Section 6(b) or this Section 4(l) to the same extent as if it were dated the date of such letter (except that statements statement in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus Prospectus, as amended or supplemented as of the date of such subsequent Representation DateReliance Letter). The requirement to furnish or cause to be furnished an opinion under this Section 4(l) shall be waived for any Representation Date occurring on a date on which no instruction to the Manager to sell Shares pursuant to this Agreement has been delivered by the Company or is pending. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following any Representation Date when the Company relied on such waiver and did not provide the Manager an opinion pursuant to this Section 4(l), then before the Company instructs the Manager to sell Shares pursuant to this Agreement, the Company shall provide the Manager such opinion.

Bring Down Opinions; Negative Assurance. At Within five (5) Trading Days of each Representation Date, unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of counsel to the Company (“Company Counsel”) addressed to the Manager and dated and delivered on with five (5) Trading Days of such Representation Date, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation. In lieu of delivering such The requirement to furnish or cause to be furnished an opinion for Representation Dates subsequent (but not with respect to the commencement of the offering of the Shares a negative assurance representation) under this Agreement such counsel may furnish the Manager with a letter to the effect that the Manager may rely on a prior opinion delivered under Section 6(b) or this Section 4(l) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate waived for any Representation Date other than a Representation Date on which a material amendment to the Registration Statement and or Prospectus is made or the Prospectus as amended Company files its Annual Report on Form 10-K or supplemented as of a material amendment thereto under the Exchange Act, unless the Manager reasonably requests such subsequent deliverable required by this Section 4(l) in connection with a Representation Date), upon which request such deliverable shall be deliverable hereunder. The requirement to furnish or cause to be furnished an opinion under this Section 4(l) shall be waived for any Representation Date occurring on at a date on time at which no instruction to the Manager to sell Shares pursuant to this Agreement has been delivered by the Company or is pending. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following any Representation Date when the Company relied on such waiver and did not provide the Manager an opinion pursuant to this Section 4(l), then before the Company instructs the Manager to sell Shares pursuant to this Agreement, the Company shall provide the Manager such opinion.

Bring Down Opinions; Negative Assurance. At each Representation Date, unless waived by On or prior to the Managerdate the first Sales Notice is given hereunder, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of counsel to the Company (“Company Counsel”) addressed to the Manager and dated and delivered on such Representation Date, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation. In lieu of delivering such an opinion Thereafter, at each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 4(k) for Representation Dates subsequent which no waiver is applicable pursuant to Section 4(k), unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the commencement Manager and to counsel to the Manager a written opinion of Company Counsel in the offering form previously agreed between the Company and the Manager, modified as necessary to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that if Company Counsel has previously furnished to the Manager such written opinion and negative assurance substantially in the form previously agreed between the Company and the Manager, then the Company Counsel may, in respect of the Shares under this Agreement such counsel may any future Representation Date, furnish the Manager with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Manager may rely on a the prior opinion and negative assurance of such counsel delivered under Section 6(b) or pursuant to this Section 4(l) to the same extent as if it were dated the date of such letter Reliance Letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as to the date of such subsequent Representation DateReliance Letter). The requirement to furnish or cause to be furnished an opinion under this Section 4(l) shall be waived for any Representation Date occurring on a date on which no instruction to the Manager to sell Shares pursuant to this Agreement has been delivered by the Company or is pending. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following any Representation Date when the Company relied on such waiver and did not provide the Manager an opinion pursuant to this Section 4(l), then before the Company instructs the Manager to sell Shares pursuant to this Agreement, the Company shall provide the Manager such opinion.

Bring Down Opinions; Negative Assurance. At each Representation Date, unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of counsel to the Company (“Company Counsel”) addressed to the Manager and dated and delivered on such Representation Date, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation. In Unless the Manager requests such an opinion for Representation Dates required, in lieu of delivering such an opinion for Representation Dates subsequent to the commencement of the offering of the Shares under this Agreement Agreement, such counsel may furnish the Manager with a letter to the effect that the Manager may rely on a prior opinion delivered under Section 6(b) or this Section 4(l) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of such subsequent Representation Date). The requirement to furnish or cause to be furnished an opinion under this Section 4(l) shall be waived for any Representation Date occurring on other than a date Representation Date on which no instruction a material amendment to the Manager to sell Shares pursuant to this Agreement has been delivered by Registration Statement or Prospectus is made or the Company files its Annual Report on Form 10-K or is pending. Notwithstanding a material amendment thereto under the foregoingExchange Act, if the Company subsequently decides to sell Shares following any Representation Date when the Company relied on such waiver and did not provide unless the Manager an opinion pursuant to reasonably requests such deliverable required this Section 4(l)) in connection with a Representation Date, then before the Company instructs the Manager to sell Shares pursuant to this Agreement, the Company upon which request such deliverable shall provide the Manager such opinionbe deliverable hereunder.

Bring Down Opinions; Negative Assurance. At Within five (5) Trading Days of each Representation Date, Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 4(k) for which no waiver is applicable or unless otherwise waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager (i) a written opinion of counsel to the Company Bermuda Counsel, (“ii) a written opinion of the Company U.S. Counsel and (iii) a negative assurance letter of the Company U.S. Counsel”) , each addressed to the Manager and dated and delivered on such Representation Datethe date that the opinions are required to be delivered, in form and substance reasonably satisfactory to the Manager; provided that, including a in lieu of such opinions and negative assurance representation. In lieu of delivering such an opinion representation for subsequent Representation Dates subsequent to after the commencement initial delivery of the offering opinions of Company U.S. Counsel and Company Bermuda Counsel hereunder, other than a Representation Date on which the Shares under this Agreement such counsel Company files its Annual Report on Form 20-F, each of Company U.S. Counsel and Company Bermuda Counsel may furnish the Manager with a letter (a “Reliance Letter”) to the effect that the Manager may rely on a prior opinion delivered under Section 6(b) or this Section 4(l) to the same extent as if it were dated on the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement Statement, and the Prospectus Prospectus, as amended or supplemented as of such subsequent Representation Datethe date of the Reliance Letter). The In addition to any waiver contemplated by Section 4(k), the requirement to furnish or cause to be furnished an opinion (but not with respect to a negative assurance representation of the Company U.S. Counsel) under this Section 4(l) shall be waived for any Representation Date other than a Representation Date on which a material amendment to the Registration Statement or Prospectus is made or the Company files its Annual Report on Form 20-F or a material amendment thereto under the Exchange Act, unless the Manager reasonably requests such deliverable required this Section 4(l) in connection with a Representation Date, upon which request such deliverable shall be deliverable hereunder. Notwithstanding the foregoing, the requirement to furnish or cause to be furnished an opinion or negative assurance representation under this Section 4(l) shall be waived for any Representation Date occurring on at a date on time at which no instruction to the Manager to sell Shares pursuant to this Agreement has been delivered by the Company or is pending. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following any Representation Date when the Company relied on such waiver and did not provide the Manager an opinion or negative assurance representation pursuant to this Section 4(l), then before the Company instructs the Manager to sell Shares pursuant to this Agreement, the Company shall provide the Manager with such opinionopinion or negative assurance representation to the extent required under this Section 4(l) and not previously delivered.

Bring Down Opinions; Negative Assurance. At Within five (5) Trading Days of each Representation Date, unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of counsel to the Company (“Company Counsel”) addressed to the Manager and dated and delivered on within five (5) Trading Days of such Representation Date, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation. In lieu of delivering such The requirement to furnish or cause to be furnished an opinion for Representation Dates subsequent (but not with respect to the commencement of the offering of the Shares a negative assurance representation) under this Agreement such counsel may furnish the Manager with a letter to the effect that the Manager may rely on a prior opinion delivered under Section 6(b) or this Section 4(l) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate waived for any Representation Date other than a Representation Date on which a material amendment to the Registration Statement and or Prospectus is made or the Prospectus as amended Company files its Annual Report on Form 10-K or supplemented as of a material amendment thereto under the Exchange Act, unless the Manager reasonably requests such subsequent deliverable required this Section 4(l) in connection with a Representation Date), upon which request such deliverable shall be deliverable hereunder. The requirement to furnish or cause to be furnished an opinion and/or negative assurance representation under this Section 4(l) shall be waived for any Representation Date occurring on at a date on time at which no instruction to the Manager to sell Shares pursuant to this Agreement has been delivered by the Company or is pending. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following any Representation Date when the Company relied on such waiver and did not provide the Manager an opinion and/or negative assurance representation pursuant to this Section 4(l), then before the Company instructs the Manager to sell Shares pursuant to this Agreement, the Company shall provide the Manager such opinion.

Bring Down Opinions; Negative Assurance. At each Representation Date, unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of counsel to the Company (“Company Counsel”) addressed to the Manager and dated and delivered on such Representation Date, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation. In lieu of delivering such an opinion or negative assurance representation for Representation Dates subsequent to the commencement of the offering of the Shares under this Agreement Agreement, such counsel may furnish the Manager with a letter to the effect that the Manager may rely on a prior opinion or negative assurance representation delivered under Section 6(b) or this Section 4(l) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion or negative assurance representation shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of such subsequent Representation Date). The requirement to furnish or cause to be furnished an opinion (but not with respect to a negative assurance representation) under this Section 4(l) shall be waived for any Representation Date occurring on other than a date Representation Date on which no instruction a material amendment to the Manager to sell Shares pursuant to this Agreement has been delivered by Registration Statement or Prospectus is made or the Company files its Annual Report on Form 10-K or is pending. Notwithstanding a material amendment thereto under the foregoingExchange Act, if the Company subsequently decides to sell Shares following any Representation Date when the Company relied on such waiver and did not provide unless the Manager an opinion pursuant to reasonably requests such deliverable required this Section 4(l)) in connection with a Representation Date, then before the Company instructs the Manager to sell Shares pursuant to this Agreement, the Company upon which request such deliverable shall provide the Manager such opinionbe deliverable hereunder.

Bring Down Opinions; Negative Assurance. At each Representation Date, unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of corporate counsel to the Company (“Company Counsel”) and a written opinion of intellectual property counsel to the Company (“Intellectual Property Counsel”), each addressed to the Manager and dated and delivered on such Representation Date, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation. In lieu of delivering such an opinion for Representation Dates subsequent to the commencement of the offering of the Shares under this Agreement Agreement, such counsel may furnish the Manager with a letter to the effect that the Manager may rely on a prior opinion delivered under Section 6(b) or this Section 4(l) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of such subsequent Representation Date). The requirement to furnish or cause to be furnished an opinion under this Section 4(l) shall be waived for any Representation Date occurring on other than a date Representation Date on which no instruction a material amendment to the Manager to sell Shares pursuant to this Agreement has been delivered by Registration Statement or Prospectus is made or the Company files its Annual Report on Form 10-K or is pending. Notwithstanding a material amendment thereto under the foregoingExchange Act, if the Company subsequently decides to sell Shares following any Representation Date when the Company relied on such waiver and did not provide unless the Manager an opinion pursuant to reasonably requests the deliverables required this Section 4(l)) in connection with a Representation Date, then before the Company instructs the Manager to sell Shares pursuant to this Agreement, the Company upon which request such deliverable shall provide the Manager such opinionbe deliverable hereunder.

Bring Down Opinions; Negative Assurance. At Within five (5) Trading Days of each Representation Date, unless waived by the Manager, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of counsel to the Company (“Company Counsel”) addressed to the Manager and dated and delivered on within five (5) Trading Days of such Representation Date, in form and substance reasonably satisfactory to the Manager, including a negative assurance representation. In lieu of delivering such an opinion for Representation Dates subsequent to the commencement of the offering of the Shares under this Agreement such counsel may furnish the Manager with a letter to the effect that the Manager may rely on a prior opinion delivered under Section 6(b) or this Section 4(l) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of such subsequent Representation Date). The requirement to furnish or cause to be furnished an opinion (but not with respect to a negative assurance representation) under this Section 4(l) shall be waived for any Representation Date other than a Representation Date on which a material amendment to the Registration Statement or Prospectus is made or the Company files its Annual Report on Form 10-K or a material amendment thereto under the Exchange Act, unless the Manager reasonably requests such deliverable required this Section 4(l) in connection with a Representation Date, upon which request such deliverable shall be deliverable hereunder. Notwithstanding the foregoing, the requirement to furnish or cause to be furnished an opinion or negative assurance representation under this Section 4(l) shall be waived for any Representation Date occurring on at a date on time at which no instruction to the Manager to sell Shares pursuant to this Agreement has been delivered by the Company or is pending. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following any Representation Date when the Company relied on such waiver and did not provide the Manager an opinion or negative assurance representation pursuant to this Section 4(l), then before the Company instructs the Manager to sell Shares pursuant to this Agreement, the Company shall provide the Manager with such opinionopinion or negative assurance representation to the extent required under this Section 4(l) and not previously delivered.